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As filed with the U.S. Securities and Exchange Commission on October 19, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE\nSECURITIES ACT OF 1933

Mobility (USA) Corporation

(Exact name of registrant as specified in its charter)

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Delaware

3714

42-2383162

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer
Identification Number)

1000 Eaton Boulevard

Cleveland, Ohio 44122

(440) 523-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Sergio Letelier

Mobility\n(USA) Corporation

1000 Eaton Boulevard

Cleveland, Ohio 44122

(440) 523-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Dotun Obadina

Steven J. Williams

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Telephone: (212) 373-3000

Douglas H. Liedberg
Senior Vice President, Chief Legal and Human Resources Officer and\nCorporate Secretary

Dana Incorporated

3939 Technology Drive

Maumee, Ohio 43537

Telephone: (419) 887-3000

Sophia Hudson, P.C.

David M. Klein, P.C.

Zoey\nHitzert

Brian Junquera

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Approximate date of commencement of proposed sale of the securities to the public: As soon as\npracticable after this registration statement has been declared effective and the satisfaction or waiver of all other conditions to the consummation of the Exchange Offer and Merger described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and\nthere is compliance with General Instruction G, check the following box. ☐

If this form is filed to register\nadditional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same\noffering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act,\ncheck the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting\ncompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

如果是一家新兴成长公司，请勾选方框表示注册人是否选择不使用《证券法》第7(a)(2)(B)条规定的延长过渡期，以遵守任何新颁布或修订的财务会计准则。 ☐

如适用，请在相应的方框中打勾，以指定在进行此交易时所依据的适当规则条款：\n

\n\n\n

☐	《交易法》第13e-4(i)条（跨境发行人要约收购）\n

\n\n\n

☐	《交易法》第14d-1(d)条（跨境第三方要约收购）\n

注册人在此修订本注册声明，并在必要时在相应日期进行修订，以延迟其生效日期，直至注册人提交进一步修订声明，明确表示本注册声明将在根据《证券法》第8(a)条的规定生效，或直至美国证券交易委员会根据上述第8(a)条的规定确定本注册声明的生效日期。

本代理声明/招股说明书是根据由Mobility (USA) Corporation（一家特拉华州公司，“SpinCo”）向美国证券交易委员会（SEC）提交的Form S-4（文件编号333- ）注册声明的一部分，SpinCo是Eaton Corporation plc（“Eaton”）的全资子公司，该声明构成根据《1933年证券法》第5条（经修订）（“证券法”）下SpinCo的招股说明书，针对在Atlas Mobility Sub, Inc.（一家特拉华州公司，“Merger Sub”）与Dana Incorporated（一家特拉华州公司，“Dana”）合并过程中向Dana股东发行的SpinCo普通股，面值每股0.01美元（“SpinCo普通股”），其中Merger Sub是SpinCo新设立的直接全资子公司，与Dana合并，Dana作为存续公司继续存在，并成为SpinCo的直接全资子公司（“合并”），在合并完成后，作为同一整体交易的一部分，Dana与一家特拉华州有限责任公司和SpinCo的直接全资子公司（“Second Merger Sub”）合并，Second Merger Sub作为存续实体继续存在，并成为SpinCo的直接全资子公司（“第二次合并”），与合并一起，统称为“合并”）。

SpinCo至今未开展任何业务活动，也没有任何除与其成立相关的业务活动或资产或负债，以及与交易（在本注册声明所包含的代理声明/招股说明书中定义）相关产生的任何重大资产或负债。\nSpinCo是一家新设立的Eaton的间接全资子公司，专门成立用于持有在本注册声明所包含的代理声明/招股说明书中定义的“移动业务”并实施“分拆”（在本注册声明所包含的代理声明/招股说明书中定义）。

在合并之前，Eaton集团的某些成员（为避免疑义，Eaton除外）将把与移动业务相关的某些资产和负债转移给SpinCo或其子公司，并以此换取SpinCo普通股和某些其他对价，预计包括现金，且在该交易中获得的所有SpinCo普通股将根据重组条款直接或间接转移给Eaton（重组的定义见本注册声明中包含的代理声明/招股说明书）。在重组完成后，并在注册声明中包含的代理声明/招股说明书定义的分配日，Eaton将向Eaton股东分配SpinCo普通股，具体方式如下所述。在这些交易完成时，Eaton的一些子公司也将直接将与移动业务相关的某些资产和负债转移给SpinCo及其子公司，作为交换，将根据分离协议（见本注册声明中包含的代理声明/招股说明书定义）获得现金支付。另外，Eaton Ohio将根据皇家精密购买协议（见本注册声明中包含的代理声明/招股说明书定义）直接向Dana的子公司出售皇家精密股权权益，以换取现金。

SpinCo普通股的分配将通过交换要约的完成来实现，Eaton将向其股东提供将全部或部分Eaton普通股（面值0.01美元/股，“Eaton普通股”）赎回的选项，以换取SpinCo发行的SpinCo普通股（“交换要约”）。如果由于在交换要约中选择赎回并被Eaton接受的Eaton普通股数量少于交换要约中计划交换的全部SpinCo普通股数量，导致交换要约未被完全认购，则Eaton将促使SpinCo按比例向在交换要约完成后仍持有Eaton普通股的Eaton股东发行剩余的SpinCo普通股（“清理分配”）。在完成交换要约和任何清理分配后，Eaton持有的全部SpinCo普通股将被取消和注销。SpinCo已提交了S-1/S-4表格的注册声明，以注册将在交换要约中发行的SpinCo普通股（如下所述）。“,

在根据交换要约向Eaton股东发行SpinCo普通股后，以及在适用的情况下，任何清理分配后，除本注册声明中包含的代理声明/招股说明书定义的合并排除股份外，所有Dana普通股将立即转换为该股东获得SpinCo普通股的权利，根据合并实现。Dana计划提交一份最终的代理声明，涉及Dana股东特别会议，以通过合并协议。

伊顿的标志及其在本注册声明中包含的代理声明/招股说明书中的其他注册商标、普通法商标、服务标志或商号，均为伊顿所有。仅为方便起见，本代理声明/招股说明书中的商标、服务标志和商号，包括标志、艺术作品和其他视觉展示，可能未显示商标符号，但此类引用无意以任何方式表明伊顿不会在适用法律允许的最大范围内主张其对这些商标、服务标志和商号的权利，或相关许可人的权利。

达纳的标志及其在本注册声明中包含的代理声明/招股说明书中的其他注册商标、普通法商标、服务标志或商号，均为达纳所有。仅为方便起见，本代理声明/招股说明书中的商标、服务标志和商号，包括标志、艺术作品和其他视觉展示，可能未显示商标符号，但此类引用无意以任何方式表明达纳不会在适用法律允许的最大范围内主张其对这些商标、服务标志和商号的权利，或相关许可人的权利。

本代理声明/招股说明书中的信息不完整，可能会被更改。在向美国证券交易委员会提交的注册声明生效之前，不得出售本代理声明/招股说明书所涉及的证券。本代理声明/招股说明书不构成在任何禁止提供、征求或出售证券的司法管辖区出售证券或征求购买证券的要约。

初步版本—待完成，日期为2026年10月19日

代理声明/招股说明书

致达纳股东

\n\n\n $\"LOGO\"$ \n

, 2026

您的投票非常重要

尊敬的股东：

在2026年6月11日，达纳公司（“达纳”或“我们”）宣布已与伊顿公司 plc（“伊顿”）的移动业务（“移动业务”）达成最终协议，该业务将在伊顿分拆后与达纳合并。作为交易的一部分，Atlas Mobility Sub, Inc.（“合并子公司”，一家特拉华州公司，是Mobility (USA) Corporation（一家特拉华州公司，“Mobility”或“分拆公司”）的直接全资子公司）将与达纳合并，达纳作为Mobility的直接全资子公司继续存在，紧接着合并完成并作为同一整体交易的一部分，达纳将与一家特拉华州有限责任公司和Mobility的直接全资子公司（“第二合并子公司”）合并，第二合并子公司作为Mobility的直接全资子公司继续存在。此次交易将把达纳的全球动力总成、热管理和密封技术与移动业务的商用车变速器、发动机和排放产品以及先进的电气化能力整合在一起，从而创建一个更全面的供应商，服务于商用车和轻型车市场，以及相关的售后市场渠道。

此次交易标志着Dana转型的重要里程碑，并使Dana成为动力总成解决方案的领先规模化供应商。通过在核心市场推出新产品和互补技术，我们正在增强为客户提供更大价值的能力，同时通过更平衡的组合和有意义的协同效应来加强利润率。重要的是，我们正在整合一支技能娴熟且敬业的团队，他们的专业知识将推动我们未来的成功。

与交易相关的最终协议包括：(a) 于2026年6月10日签订的《分离与分发协议》，涉及伊顿（Eaton）、伊顿公司（Eaton Corporation），一家在俄亥俄州注册的公司（“伊顿俄亥俄”）、伊顿资本无限公司（Eaton Capital Unlimited Company），一家爱尔兰公共无限公司（“伊顿控股公司”）、移动性公司（Mobility）和Dana；(b) 于2026年6月10日签订的《合并协议》（“合并协议”），涉及Dana、伊顿、伊顿俄亥俄、移动性公司和合并子公司；以及(c) 于2026年10月16日签订的《第二份备忘录协议》（“第二份备忘录协议”），涉及伊顿、伊顿俄亥俄、伊顿控股公司、移动性公司、合并子公司和Dana。这些协议规定了其他事项：

\n\n\n\n\n

•

将移动性业务从伊顿的其他业务中分离；

\n\n\n\n\n

•

伊顿向其股东分发所有已发行和流通的普通股，面值为0.01美元，通过完成一项交换要约来实现，伊顿向其股东提供赎回方式，将其全部或部分伊顿普通股（面值0.01美元）兑换为移动性公司发行的移动性股份（“交换要约”），如果交换要约未被完全认购，将随后通过移动性公司发行剩余的移动性股份，按比例分配给在交换要约完成后仍持有伊顿普通股的伊顿股东（“清理分拆”），以及通过交换要约分发100%的移动性股份，随后进行清理分拆（“分发”）；以及\n

\n\n\n\n\n

•

分发后，合并子公司与Dana合并（“合并”），Dana在合并后作为移动性公司的直接全资子公司继续存在，Dana的每一份流通股份将转换为获得一份移动性股份的权利，合并完成后立即作为整个交易的一部分，Dana将与第二合并子公司合并\n

该交易结构为反向莫里斯信托交易。由于该交易，合并前的Dana股东将在合并后立即持有49.9%的移动性股份（按完全稀释计算），而伊顿股东将立即持有50.1%的移动性股份（按完全稀释计算）。交易完成后，移动性股份将在纽约证券交易所上市，股票代码为“DAN”。

在特别会议（“特别会议”）上，Dana 股东将于 2026 年 12 月 7 日投票通过一项提议，以采纳合并协议（“合并提议”）。合并提议的批准需要在 2026 年 10 月 15 日（“记录日”）闭市时拥有表决权的 Dana 普通股 outstanding 股份的多数持有人的赞成票。

Dana 董事会强烈建议股东支持该交易，并在特别会议上对拟考虑的每项提议投“赞成”票。

本代理声明/招股说明书是由 Dana 分发的代理声明，用于征求特别会议的代理投票，并包含与交易、特别会议以及我们要求股东投票的提议相关的重要信息。我们敦促股东仔细阅读本文件的全部内容，包括所有附录、附表和引用文件。 特别是，您应考虑从本代理声明/招股说明书第 36 页开始的“风险因素”中讨论的问题。

无论您拥有多少股份，您的投票都非常重要。 我们只有在特别会议上获得股东对合并提议的批准，才能完成合并。只有在记录日拥有 Dana 普通股股份的股东才有资格在特别会议上投票。无论您是否计划出席特别会议，请填写、签署、注明日期并寄回随附的信封中的代理投票卡，或按照代理投票卡中包含的说明拨打免费电话号码或通过互联网授权代理投票卡上指定的人员代您投票。如果您以“场外名称”持有股份，请按照您的投票指示表指示您的经纪人如何投票。

自我们宣布该交易以来，我们与许多股东进行了积极的沟通。我们的团队正在努力规划整合工作，由一支在大规模整合方面拥有丰富经验的团队领导。我们一如既往地相信，将 Eaton 的移动业务纳入 Dana 将使我们能够很好地利用我们的势头，为股东创造价值。

代表 Dana，我感谢您的支持，并期待交易的成功完成。

此致

R. Bruce McDonald

董事会执行主席

SEC 或任何州证券委员会均未对根据合并协议及其中设想的其他交易发行的证券进行批准或否决，也未对本代理声明/招股说明书的充分性或准确性进行评估。与此相反的任何陈述均属刑事犯罪。

本代理声明/招股说明书的日期为，2026 年，并将于 2026 年，2026 年左右首次邮寄给 Dana 股东。

您在此被告知，Dana Incorporated（“Dana”）将于2026年12月7日东部时间上午8:30通过互联网独家举行股东特别会议，网址为www.virtualshareholdermeeting.com/DAN2026SM（“特别会议”）。要参加会议，您必须在www.virtualshareholdermeeting.com/DAN2026SM注册。注册后，您将通过电子邮件收到说明，包括将允许您访问特别会议的独特链接。您将无法亲自参加特别会议。

特别会议仅出于以下目的而举行：

\n\n\n\n

审议并投票表决一项提案，以采纳于2026年6月10日签订的《合并协议和计划》（“合并协议”），该协议由Dana、Eaton Corporation plc（“Eaton”）、Eaton Corporation（“Eaton Ohio”）、Mobility (USA) Corporation（Eaton的全资子公司，“Mobility”）以及Mobility的全资新设子公司“Merger Sub”（“合并子公司”）签订，该协议的副本作为随附的委托书/招股说明书附录A附上，根据该协议，除其他事项外，在合并生效时间（如下所述）时，合并子公司将与Dana合并，Dana在合并后作为Mobility的直接全资子公司继续存在（“合并”），在合并后立即作为同一整体交易的一部分，Dana将与特拉华州有限责任公司及Mobility的直接全资子公司“Second Merger Sub”合并，Second Merger Sub在第二次合并后作为Mobility的直接全资子公司继续存在（“第二次合并”）（该提案称为“合并提案”）；和

\n\n\n\n

审议并投票表决一项提案，以批准推迟特别会议，如有必要，（a）在特别会议时投票不足以批准合并提案的情况下，征求额外的委托书，（b）如果以书面形式（通过互联网亲自或通过委托书）代表Dana的普通股（面值0.01美元）的股份不足构成特别会议召开业务所需的法定人数，或（c）为Dana根据外部法律顾问的建议认为根据适用法律可能需要的任何补充或修订披露文件的提交或邮寄提供合理时间，并在特别会议前让Dana股东传播和审查这些补充或修订披露文件（“推迟提案”）。\n

随附的委托书/招股说明书，包括附录，包含有关特别会议将处理业务的进一步信息。我们敦促您仔细阅读随附的委托书/招股说明书，包括其中引用的任何文件，以及附录。合并提案的批准是完成合并协议所设想交易所需的Dana股东唯一批准。Dana在特别会议上不会处理上述提案以外的其他业务，除非是可能在特别会议或其任何推迟或延期中适当提出的内容。

The Dana Board of Directors has fixed the close of business on October 15, 2026 as the record date for the Special Meeting (the “Record\nDate”). Only stockholders of record as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Dana will have a list of stockholders who can\nvote available for inspection by stockholders for 10 days prior to the Special Meeting, during regular business hours at Dana’s Law Department, 3939 Technology Drive, Maumee, Ohio 43537.

To attend the Special Meeting, you must be a registered Dana stockholder as of the Record Date, or, if your shares are held through a bank,\nbroker or other nominee, you must obtain a legal proxy from such holder and follow the instructions set forth in this proxy statement/prospectus.

THE DANA BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE MERGER AND RECOMMENDS THAT DANA STOCKHOLDERS VOTE\n“FOR” THE MERGER PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

Your vote is very important. To ensure that your\nvote is recorded promptly, please vote as soon as possible, whether or not you plan to attend the Special Meeting. Stockholders have three options for submitting their votes: (a) via the Internet, (b) by telephone, or (c) by mail\nusing a paper proxy card. Submitting a proxy via the Internet or by telephone provides the same authority to vote shares as returning a paper proxy card by mail. If you have Internet access, we encourage you to record your vote via the Internet. If\nyou participate in the Special Meeting via the Internet, you may vote your shares electronically during the Special Meeting even if you previously voted via the Internet, by telephone or by mail using a paper proxy card. If you own shares through a\nbank, broker, or other holder of record, you must instruct your bank, broker or other holder of record on how to vote in order for them to vote your shares so that your vote can be counted at the Special Meeting. Dana stockholders may revoke their\nproxy in the manner described in the accompanying proxy statement/prospectus before it has been voted at the Special Meeting.

By Order of\nthe Board of Directors,

Douglas H. Liedberg

Senior Vice President, Chief Legal and Human Resources

Officer and Corporate Secretary

, 2026

TABLE OF CONTENTS


SELECTED DEFINITIONS			1

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE SPECIAL\nMEETING			7
Questions and Answers about the Transactions			7
Questions and Answers about the Special Meeting			13

SUMMARY			18
Information About Dana			18
Information About Eaton and Merger Sub			18
Information About Second Merger Sub			19
Information About Mobility (USA) Corporation			19
Information About the Mobility Business			19
The Transactions			19
Transaction Sequence			20
The Restructuring			24
The Mergers			26
Board of Directors and Executive Officers of the Combined Company Following the\n Mergers			27
Interests of Certain Persons in the Transactions			28
Information About the Special Meeting			28
No Vote by Eaton Shareholders			29
Accounting Treatment of the Mergers			29
Regulatory Approvals			30
Debt Financing Arrangements			31
美国联邦所得税考虑因素：合并			32
合并的爱尔兰重要税务后果			32
丹纳财务顾问的意见			32
风险因素概要			32
市场价格比较			35

风险因素			36
与交易相关的风险			36
与合并后公司相关的风险			42
与交易相关的合并后公司的风险			42

关于前瞻性声明的警示性声明			69

非GAAP财务\n衡量标准			71

关于特别会议的信息			73

关于丹纳的信息			77
关于丹纳的信息			77

关于伊顿和合并子公司的信息			78
关于伊顿的信息			78
关于合并子公司的信息			78
关于第二合并子公司的信息			78

关于移动业务的信息			79

市场价格和股息信息			93
某些市场价格和股息信息			93
丹纳的股息政策			93
伊顿的股息政策			93


管理层讨论与分析财务状况和经营成果			95

未经审计的丹纳和移动业务的合并财务信息			109

交易			138
概述			138
交易流程			139
分拆			142
合并			143
交易背景			144
丹纳财务顾问的意见			153
丹纳进行交易的原因			160
伊顿进行交易的原因			163
财务预测			166
合并后SpinCo的股权			173
合并后公司的董事会和高管			173
某些交易参与者的利益			174
分拆和合并对移动业务员工持有的伊顿股权奖励的影响			181
合并的会计处理			182
监管批准			183
评估权			184
上市			184

交易协议			185
合并协议			185
分拆协议			203

与分拆和合并相关的附加协议			211
皇家精密购买协议			211
员工事务协议			211
知识产权转让确认			215
交叉许可协议			215
商标许可协议			215
房地产事务协议			218
过渡服务协议			219
股份回购附录			220
第二份附录协议			220
债务融资安排			220

管理层			222

合并后SpinCo资本股票的描述			227

丹纳股东在交易前后的权利比较			231

合并的美国联邦所得税考虑因素			239

合并的爱尔兰重要税务后果			242

丹纳的某些受益所有人、董事和高管的股权			243

某些关系和关联方交易			245

本代理声明/招股说明书引用了埃顿和丹纳的重要业务和财务信息，这些信息来自已向美国证券交易委员会（SEC）提交但未包含或随本代理声明/招股说明书一起提供的文件。这些信息可通过SEC维护的网站www.sec.gov免费获得，也可从其他来源获得。请参阅“您可以找到附加信息；引用纳入”。

本代理声明/招股说明书中包含或引用的有关丹纳及其各自子公司的信息，以及在交易完成后有关丹纳的信息，均由丹纳提供。本代理声明/招股说明书包含或引用的有关埃顿、SpinCo、合并子公司、第二合并子公司及其各自子公司或业务的其他信息，以及有关交换要约条款和条件的信息，均由埃顿提供。

本代理声明/招股说明书并非交换要约，也不是在任何不允许进行要约、销售或交换的司法管辖区对任何埃顿普通股、SpinCo普通股或丹纳普通股的购买要约的征集。

iii


缩写/术语		定义
额外埃顿方		埃顿控股公司及其俄亥俄州埃顿

桥接设施		一项364天的高级无担保桥接贷款信用额度，某些金融机构已根据桥接承诺函（如本文所定义）承诺提供

清理分拆		埃顿在交换要约完成后，如果交换要约未被全额认购，将通过SpinCo发行剩余的SpinCo普通股，该发行将按比例分配给在交换要约完成后仍持有埃顿普通股的埃顿股东

交割		交易的交割

交割日期		实际发生交割的日期

法规		1986年国内税收法典，经修订

知识产权转让确认书		由埃顿集团的成员与SpinCo集团的成员之间签订或即将签订的知识产权转让确认书

丹纳		丹纳公司，一家特拉华州公司

丹纳董事会		丹纳的董事会

丹纳董事会建议		丹纳董事会建议丹纳股东批准合并协议

丹纳普通股		丹纳的普通股，面值每股0.01美元

丹纳集团		丹纳及其每个直接或间接子公司

丹纳再融资		用桥接设施、A期设施和/或任何额外永久融资（如本文所定义）的总收益部分对丹纳的某些现有债务进行再融资

丹纳税务顾问		在涉及美国联邦所得税事项方面，Kirkland & Ellis LLP，以及如果Kirkland & Ellis LLP无法或不愿提供合并税务意见，则为Dana合理满意的其他全国知名税务顾问

DGCL		特拉华州通用公司法，经修订

分配日期		分配发生的日期

分配时间		分配发生的时间，出于会计目的，将被视为分配日期纽约市时间上午12:01


缩写/术语		定义

分配		根据分离协议，Eaton向其股东分配最多100%的SpinCo普通股，通过交换要约进行，Eaton赎回某些选择参与该交换要约的Eaton股东持有的Eaton普通股，以换取SpinCo向该股东发行的SpinCo普通股，如必要，将在分配日期进行清理性分拆，并在交换要约完成后立即进行

Eaton		Eaton Corporation plc，一家爱尔兰上市公司

Eaton董事会		Eaton Corporation plc的董事会

Eaton业务		在分配时间之前立即进行的业务和运营，或Eaton集团任何成员以前进行的业务，但不包括移动业务，除移动业务外

Eaton集团		Eaton以及在分配时间后立即成为Eaton直接或间接子公司的每个实体（不包括任何SpinCo集团成员），以及在分配时间后成为Eaton子公司的每个人

Eaton HoldCo		Eaton Capital Unlimited Company，一家爱尔兰无限公司

Eaton Ohio		Eaton Corporation，一家在俄亥俄州注册的公司

Eaton Ohio出资		Eaton Ohio向SpinCo出资部分移动资产，作为（a）SpinCo承担部分SpinCo负债，（b）发行SpinCo普通股，以及（c）获得部分SpinCo现金支付的对价

Eaton Ohio分配		在Eaton Ohio出资后，Eaton Ohio向Eaton Holding XIII，一家根据卢森堡法律设立的Société à Responsabilité Limitée 分配100%的SpinCo普通股

Eaton普通股		Eaton的普通股，面值每股0.01美元

Eaton税务顾问		在涉及美国联邦所得税事项方面，Skadden, Arps, Slate, Meagher & Flom LLP，以及在涉及爱尔兰税务事项方面，Arthur Cox LLP，或者如果Skadden, Arps, Slate, Meagher & Flom LLP或Arthur Cox LLP无法或不愿提供分拆税务意见或爱尔兰税务意见，则为Eaton合理满意的其他美国或爱尔兰全国知名税务顾问

Eaton税务意见		爱尔兰税务意见和分拆税务意见

生效时间		合并的生效时间

员工事项协议		由Eaton、Eaton Ohio、Eaton HoldCo和SpinCo之间签订或拟签订的员工事项协议


缩写/术语		定义

交换要约		交易所要约，即伊顿向其股东提供的选择权，可通过赎回方式将其持有的全部或部分伊顿普通股兑换为SpinCo发行的SpinCo普通股

HSR法案		《1976年哈特-斯科特-罗迪诺反托拉斯改进法案》及其下颁布的法规和规章

知识产权交叉许可协议		《知识产权交叉许可协议》，由伊顿集团的一个或多个成员与SpinCo集团的一个或多个成员之间签订或即将签订

内部分配		任何作为分离的一部分或为分离做准备而进行的交易（或一系列交易）（包括伊顿俄亥俄分配，但不包括分配），每种情况均旨在根据《代码》第355条和/或第368(a)(1)(D)条被认定为免税交易

爱尔兰公司法		爱尔兰2014年公司法，经修订

爱尔兰税务意见		伊顿税务顾问的意见，即从爱尔兰税务角度并就交易所要约而言，伊顿、SpinCo以及伊顿普通股或SpinCo普通股的持有者（不包括在爱尔兰居住或通常居住的伊顿普通股或SpinCo普通股的持有者，或通过在爱尔兰的分支机构或代理机构开展业务的持有者持有的伊顿普通股）因交易所要约不会对应税收益、印花税或股息预提税承担任何爱尔兰税务责任

美国国税局		美国国税局

合并		合并子公司与达纳的合并，达纳在合并后作为SpinCo的全资子公司继续存在，根据合并协议所设想，构成合并的第一步

合并协议		《合并协议与计划》，于2026年6月10日由伊顿、伊顿俄亥俄、SpinCo、合并子公司和达纳签订（可能不时进行修订）

合并排除股份		达纳持有的库存股或由达纳、伊顿或其子公司（包括SpinCo和合并子公司）持有的达纳普通股，这些股份将在合并生效时被取消并消失，不支付任何对价

合并子公司		Atlas Mobility Sub, Inc.，一家特拉华州公司，是SpinCo的全资子公司

合并税务意见		达纳税务顾问的意见，形式和内容合理符合达纳的要求，日期为交割日，表明合并和第二次合并整体上将被视为《代码》第368(a)条意义上的“重组”的一项交易


缩写/术语		定义
		一项符合《代码》第368(a)条中“重组”定义的交易

合并		合并和第二次合并，合称

移动业务		伊顿及其子公司的移动业务所包含的部分资产和负债

移动（美国）公司或SpinCo		移动（美国）公司，也称为SpinCo，是一家特拉华州公司，截至本代理声明/招股说明书日期，是伊顿的全资间接子公司，持有移动业务

纽约证券交易所		纽约证券交易所

房地产事项协议		《房地产事项协议》，由伊顿和SpinCo签订或即将签订

重组		伊顿集团成员将不属于伊顿集团成员的移动性资产转移给SpinCo及其其他成员，并由SpinCo及其其他成员承担不属于直接由SpinCo集团承担的SpinCo负债，以及伊顿剩余业务相关资产的转移，这些资产目前不属于伊顿集团成员，转移给伊顿集团成员（伊顿除外），并由伊顿集团成员（伊顿除外）承担不属于直接由伊顿集团成员承担的伊顿剩余业务相关负债，包括根据重组计划明确设想并最终按照重组计划进行的每一步骤（包括SpinCo现金支付和每项内部分配）

重组计划		在分拆协议中阐述的计划和结构，以实现重组

皇家精密购买协议		由伊顿俄亥俄公司和戴纳的一家子公司之间签订或即将签订的股票购买协议

第二份补充协议		由伊顿、伊顿俄亥俄、伊顿控股公司、SpinCo、合并子公司和戴纳于2026年10月16日签订的关于第二项合并的补充协议

第二项合并		戴纳作为合并中的存续公司，与第二项合并子公司合并，第二项合并子公司作为SpinCo的直接全资子公司继续存在，如第二份补充协议所设想

第二项合并生效时间		第二项合并的生效时间


缩写/术语		定义

第二项合并子公司		一家特拉华州有限责任公司，目前是，或在生效时间之前将作为SpinCo的直接全资子公司成立

分拆		分发和重组

分拆协议		由伊顿、伊顿俄亥俄、伊顿控股公司、SpinCo和戴纳于2026年6月10日签订的分拆和分发协议（可能不时修订）

股票回购补充信函		由戴纳和伊顿于2026年7月27日签订的补充信函

SpinCo现金支付		SpinCo或SpinCo集团的某一个或多个成员支付的现金，作为根据重组计划设想的移动业务资产部分转移的对价，大约11亿美元（根据常规现金和债务调整以及分发真正调整进行调整，根据股票回购补充信函增加的金额等于戴纳从2026年7月27日至交割日前一天期间回购的所有戴纳普通股的总购买价格，乘以100.4008016%，并减少皇家精密购买价格（根据皇家精密购买协议定义）和指定资产购买价格（根据分拆协议定义），在分发前支付给伊顿集团的某些成员（伊顿除外）

SpinCo普通股		SpinCo的普通股，每股面值0.01美元

SpinCo集团		SpinCo的每个子公司，在分拆时间后立即成为SpinCo的子公司，以及在分拆时间后成为SpinCo的其他实体，除了Dana集团

SpinCo的股东		SpinCo普通股的先前持有者

分拆税务意见		Eaton税务顾问的意见，认为从美国联邦所得税的角度来看：(a) 分拆将符合一种交易，其中分配给Eaton股东的SpinCo普通股被视为《代码》第355(c)条规定的“合格财产”（并且《代码》第355(d)条或第355(e)条不会导致此类SpinCo普通股被视为除“合格财产”以外的其他财产）；(b) Eaton仅根据《代码》第355(c)条的规定，不会在分拆中确认收入、收益或损失；(c) Eaton普通股的美国持有者将（i）根据《代码》第355(a)条，在收到分拆中的SpinCo普通股时不会确认收入、收益或损失（除现金代替零碎SpinCo普通股外）；(ii) 根据《代码》第367(b)条及由此颁布的财政部法规，不会确认收益或有任何收入计入；(d) Eaton Ohio的出资和Eaton Ohio的分拆，合起来将符合《代码》第368(a)(1)(D)和第355条中定义的“重组”；(e) Eaton Ohio的分拆将符合一种交易，其中分配给Eaton Ohio股东的SpinCo普通股被视为《代码》第355和第361(c)条规定的“合格财产”（并且《代码》第355(d)条或第355(e)条不会导致此类SpinCo普通股被视为除“合格财产”以外的其他财产）；(f) Eaton Ohio、Eaton Ohio的股东和SpinCo将不会在Eaton Ohio出资和Eaton Ohio分拆中根据《代码》第355、第361和/或第1032条确认收入、收益或损失，包括Eaton Ohio从SpinCo在这些交易中收到的任何现金（包括SpinCo现金支付）的情况下，除非现金支付金额和所承担的负债超过Eaton Ohio在SpinCo普通股上的调整税基，并且假设Eaton Ohio根据《代码》第361(b)(1)条中定义的重组计划，将收到的现金转移给债权人或分配给股东


缩写/术语		定义
		就上述目的而言）；以及(f) Eaton Ohio、Eaton Ohio的股东和SpinCo将不会在Eaton Ohio出资和Eaton Ohio分拆中根据《代码》第355、第361和/或第1032条确认收入、收益或损失，包括Eaton Ohio从SpinCo在这些交易中收到的任何现金（包括SpinCo现金支付）的情况下，除非现金支付金额和所承担的负债超过Eaton Ohio在SpinCo普通股上的调整税基，并且假设Eaton Ohio根据《代码》第361(b)(1)条中定义的重组计划，将收到的现金转移给债权人或分配给股东

税务事项协议		税务事项协议，将在分拆日期签署，由Eaton、Eaton Ohio、Eaton HoldCo、SpinCo和Dana之间签署

Term A设施		一项高级担保Term A贷款设施，某些金融机构已根据本协议中定义的《承诺和承诺函》承诺提供

商标许可协议		过渡性商标许可协议和Breaktor商标许可协议，每份协议均由Eaton集团的成员和SpinCo集团的成员之间签署或即将签署

交易文件		《合并协议》、《分离协议》、《第二封函件》、《股份回购附函》、《皇家精密采购协议》、《员工事务协议》、《知识产权转让确认书》、《知识产权交叉许可协议》、《商标许可协议》、《税务事务协议》、《房地产事务协议》、《过渡服务协议》以及本文中所述的其他协议

交易		《交易文件》所规定的交易，包括分离和合并

过渡服务协议		《过渡服务协议》由伊顿和SpinCo之间签订或即将签订

以下是对您可能提出的有关交易和特别会议上考虑事项的一些问题的简要回答。我们敦促您仔细阅读本委托书/招股说明书及其中引用的其他文件，因为本节可能并未提供所有对您重要的信息。有关合并协议、第二封函件、合并和交易的重要信息摘要，请参见题为“摘要”的部分。本委托书/招股说明书的附录以及引用的文件中也包含其他重要信息。您可以通过遵循题为“您可在何处找到更多信息；引用的文件”的部分中的说明，免费获取本委托书/招股说明书中的引用信息。

关于交易的问题与解答

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问：	本委托书/招股说明书所述的交易是什么？

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答：

交易包括：

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•

伊顿将其移动业务与其他业务分离；

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•

通过实施交换要约，伊顿将赎回某些选择参与该交换要约的股东持有的伊顿普通股，以换取SpinCo向该等股东发行的SpinCo普通股，必要时，该交易将在分配日之后立即进行清理性分拆；

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•

the merger of Merger Sub with and into Dana, with Dana continuing as the surviving corporation and as a direct\nwholly owned subsidiary of SpinCo, and each share of Dana common stock being converted into the right to receive SpinCo common stock (and, if applicable, cash in lieu of any fractional shares) and, immediately following and as part of the same\noverall transaction, the merger of Dana with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and as a direct wholly owned subsidiary of SpinCo, as contemplated by the Merger Agreement and the Second Letter\nAgreement;

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•

the direct sale of 100% of the stock in Royal Precision Holdings Corp., a Delaware corporation (the\n“Royal Precision Equity Interests”), from Eaton Ohio to a subsidiary of the Dana Group for cash, pursuant to the Royal Precision Purchase Agreement; and

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•

the direct sale of certain Specified Assets (as defined in the Separation Agreement) related to the Mobility\nBusiness from certain members of the Eaton Group to Dana or its subsidiaries pursuant to certain Specified Asset Purchase Agreements (as defined in the Separation Agreement).

The Separation and the Mergers, taken together, are structured using a Reverse Morris Trust transaction structure, described\nfurther below. The Separation and the Mergers are described in more detail in “The Transactions” and elsewhere in this proxy statement/prospectus.

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Q:	What will happen in the Restructuring?

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Prior to the Distribution and the Mergers, and pursuant to the Separation Agreement, certain members of the\nEaton Group (excluding Eaton) will engage in a series of transactions (referred to as the Restructuring) in which, among other things, (a) certain assets and liabilities related to the Mobility Business that are not currently held by SpinCo or\nits subsidiaries will be transferred from certain members of the Eaton Group to SpinCo and entities that will become SpinCo subsidiaries and (b) if needed, certain assets and liabilities not related to the Mobility Business that are held by\nSpinCo (or entities that will become SpinCo subsidiaries) will be transferred from SpinCo to members of the Eaton Group (excluding Eaton) that will not be SpinCo subsidiaries. The purpose of these transactions is to separate the Mobility Business\nfrom Eaton’s other

\n\n\n

\nbusinesses. In partial consideration for the transfer of the Mobility Business assets to SpinCo, SpinCo will (i) assume certain liabilities related to the Mobility Business and (ii) make the\nSpinCo Cash Payment, which SpinCo expects to fund with borrowings under the SpinCo Debt (as defined below).

In addition, certain assets and liabilities related to the Mobility Business will be directly sold by certain members of the\nEaton Group (excluding Eaton) to Dana or its subsidiaries for cash pursuant to the Royal Precision Purchase Agreement and the Specified Asset Purchase Agreement.

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Q:	What will happen in the Mergers?

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Pursuant to the Merger Agreement and the Second Letter Agreement, in the Merger, Merger Sub will merge with\nand into Dana, and Dana will survive the Merger as a direct wholly owned subsidiary of SpinCo and, immediately following the Merger and as part of the same overall transaction, in the Second Merger, Dana will merge with and into Second Merger Sub,\nand Second Merger Sub will survive the Second Merger as a direct wholly owned subsidiary of SpinCo. Following the effective time of the Mergers, SpinCo will be a separately traded public company that will own and operate the combined businesses of\nthe Mobility Business and Dana. At the Effective Time, each issued and outstanding share of Dana common stock (other than the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of\nSpinCo common stock equal to the Merger Exchange Ratio, together with cash in lieu of any fractional shares. The Merger Exchange Ratio is one, subject to adjustment as provided in the Merger Agreement, and prior to the Distribution, Eaton will cause\nthe number of shares of SpinCo common stock outstanding to be set so that immediately following the Merger, pre-Merger holders of SpinCo common stock (i.e., former Eaton shareholders) will hold 50.1%, and pre-Merger holders of Dana common stock will hold 49.9%, of the issued and outstanding shares of SpinCo common stock (on a fully diluted basis).

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Q:	What are Eaton’s reasons for the Transactions?

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In reaching its decision to proceed with the Transactions, the Eaton board and Eaton’s senior\nmanagement considered, among other things, (a) the expected strategic and operational benefits of separating the Mobility Business from Eaton’s other businesses; (b) the enhanced competitive position that would be created by\ncombining the Mobility Business with Dana; (c) the expected accretion to Eaton’s organic growth and operating margins upon closing of the Transactions; (d) the results of the due diligence review of Dana’s business conducted by\nEaton’s management and advisors; (e) the fact that Eaton shareholders would own 50.1% of SpinCo (on a fully diluted basis), as the combined company, following the Merger and would have the opportunity to participate in any increase in the\nvalue of SpinCo common stock following the effective time of the Merger; (f) the anticipated financial profile of the combined company; (g) the fact that three individuals designated by Eaton would become directors of SpinCo upon the\neffective time of the Merger; (h) the expectation that the Restructuring, the Distribution and the Merger generally would be tax-efficient for Eaton and its shareholders; (i) the potential synergies\nassociated with the combination of Dana and the Mobility Business; and (j) the fact that certain members of the Eaton Group will receive the SpinCo Cash Payment and the other cash consideration in the Transactions, which may be used for\npurposes such as repayment of outstanding indebtedness, as well as a variety of negative factors and risks associated with the Transactions. See “The Transactions—Eaton’s Reasons for the Transactions.”

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Q:	What are Dana’s reasons for the Transactions?

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In reaching its decision to approve the Transactions and unanimously resolving to recommend that Dana\nstockholders approve the Merger Proposal, the Dana board held a number of meetings, consulted with Dana management and its financial and legal advisors, and considered, various expected advantages and benefits of the Transactions, including,\n(a) the overall strategic and financial benefits that could be achieved by combining Dana and the Mobility Business relative to the future prospects of Dana on a standalone basis; (b) the opportunity to create a premier, global powertrain\nleader focused on commercial and light vehicles,

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\nwith deepened capabilities, a diversified customer base and improved end-market mix; (c) the opportunity to expand Dana’s presence in core\nmarkets with new products and complementary technologies; (d) the relative valuations implied by the exchange ratio provided for in the Merger Agreement; (e) the oral opinion of Goldman Sachs, subsequently confirmed in writing by delivery\nof a written opinion, to the effect that, as of June 10, 2026, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the Merger Exchange Ratio was fair, from a financial point of view, to\nthe holders (other than Eaton and its affiliates) of shares of Dana common stock; (f) the fact that the Reverse Morris Trust transaction structure affords an effective and economical choice for the Transactions; (g) the fact that the\nexisting members of the Dana board will continue to serve on the board of directors of the combined company and that Dana’s current chief executive officer and chief financial officer will continue to lead the management team; (h) the\nterms and conditions of the Merger Agreement, the Separation Agreement and the other Transaction Documents; and (i) Dana’s due diligence review of the business and financial information of the Mobility Business, as well as a variety of\nnegative factors and risks associated with the Transactions. See “The Transactions—Dana’s Reasons for the Transactions.”

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Q:	What is a Reverse Morris Trust transaction?

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The Transactions involve the use of a Reverse Morris Trust acquisition structure, which generally involves\nthe distribution of the issued and outstanding common stock of a subsidiary (in this case, SpinCo) from its ultimate parent company (in this case, Eaton) to such parent company’s shareholders (in this case, of the issuance of SpinCo common\nstock to Eaton’s shareholders in the Distribution, which will be completed by an Exchange Offer and a potential Clean-Up Spin-Off), and, pursuant to the same plan,\nthe subsequent merger or other combination of such subsidiary (here, SpinCo) with a third party (in this case, Dana through the Merger). The distribution of the subsidiary stock to the ultimate parent company shareholders is intended to qualify as a\ntax-free transaction under Section 355 of the Code. The subsequent merger of the third party with the distributed subsidiary is intended to qualify as a generally\ntax-free reorganization under Section 368 of the Code. Such a transaction can qualify as generally tax-free for U.S. federal income tax purposes for the ultimate\nparent company group, the ultimate parent company’s shareholders and the acquired third party’s shareholders if the transaction structure meets all applicable requirements. Such requirements include that, in order for the distribution to\nqualify as tax-free to the ultimate parent company (though not a prerequisite for tax-free treatment to the parent company’s shareholders), the ultimate parent\ncompany shareholders own, for tax purposes, more than 50% of the stock of the combined entity immediately after the merger. Therefore, in order to meet all applicable requirements of the Code, Eaton shareholders must own, for U.S. federal income tax\npurposes, more than 50% of the SpinCo common stock outstanding immediately following the Merger.

Prior\nto the adjustments described below, the Merger Exchange Ratio is designed to result in the issued and outstanding shares of SpinCo common stock on a fully diluted basis, immediately following the Merger, being owned 50.1% by the pre-Merger holders of SpinCo common stock (i.e., former Eaton shareholders, in their capacity as such) and 49.9% by the pre-Merger holders of Dana common stock (in their\ncapacity as such). However, in order to preserve the tax-free nature of the Distribution for U.S. federal income tax purposes, the Merger Agreement generally provides that the aggregate number of SpinCo common\nstock to be issued to Eaton shareholders will be adjusted and increased if necessary to ensure that, immediately following the Closing, pre-Merger holders of SpinCo common stock own, for U.S. federal income\ntax purposes, at least 50.1% of the outstanding shares of SpinCo common stock. If such an increase is necessary, then the amount of the SpinCo Cash Payment distributed pursuant to the Separation Agreement may be decreased under certain\ncircumstances; provided, however, that the SpinCo Cash Payment will not be decreased to the extent the true-up adjustment was caused solely by actions taken by Dana or any of its affiliates.

For information about the U.S. federal income tax considerations resulting from the Transactions to the Dana stockholders, see\n“U.S. Federal Income Tax Considerations of the Mergers—The Mergers.” For information related to the risk that receipt of SpinCo common stock in the Merger could be taxable to Dana

\nstockholders, see “Risk Factors—Risks Relating to the Transactions—If the Mergers do not qualify as a reorganization under Section 368(a) of the Code, Dana stockholders may\nbe required to pay substantial U.S. federal income taxes”. For information on the Merger Exchange Ratio and adjustments related thereto, see “The Transaction Agreements—The Merger Agreement—Merger Consideration.”\n

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Q:	What will I receive in the Transactions?

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In the Merger, the shares of Dana common stock will be converted into the right to receive shares of SpinCo\ncommon stock. SpinCo stockholders will not be required to pay for the shares of SpinCo common stock distributed in the Clean-Up Spin-Off. Dana stockholders will not be\nrequired to pay for the shares of SpinCo common stock issued in the Merger. Dana stockholders will receive from the Merger Distribution Agent cash in lieu of any fractional shares of SpinCo common stock that such stockholders would have been\nentitled to receive (after aggregating all fractional shares that would otherwise have been issuable to such stockholder). The Merger Distribution Agent will aggregate all fractional shares that would otherwise be issuable to Dana stockholders\n(after first aggregating all fractional shares to which any individual stockholder would otherwise be entitled) and will sell such shares on the open market at then-prevailing prices. The Merger Distribution Agent will make the net cash proceeds of\nsuch sales (after any tax withholding and reduced by any agent fees attributable to such sale) available, without interest, to Dana stockholders that would otherwise have been entitled to a fractional share of SpinCo common stock, on a pro rata\nbasis based on such stockholders’ respective fractional interests.

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Q:	What will Dana stockholders receive in the Merger?

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Dana stockholders will receive SpinCo common stock as consideration in the Merger. All shares of Dana common\nstock issued and outstanding immediately before the Merger (other than the Merger Excluded Shares) will be automatically converted into the right to receive an equal number of shares of SpinCo common stock. Immediately after the Mergers, pre-Merger Dana stockholders will own shares in SpinCo, which will now hold the Mobility Business and Second Merger Sub (as the surviving entity in the Second Merger). The Merger Exchange Ratio of one, subject to\ncertain adjustments to reflect an applicable stock split, stock dividend or distribution, is designed to result in the issued and outstanding shares of SpinCo common stock on a fully diluted basis, immediately following the Merger, being owned 50.1%\nby the pre-Merger holders of SpinCo common stock (i.e., former Eaton shareholders, in their capacity as such) and 49.9% by the pre-Merger holders of Dana common stock (in their capacity as such). The fully diluted share count will include an\nestimate of the number of shares of Dana common stock issuable upon the future settlement of outstanding restricted stock unit and performance stock unit awards (whether or not vested). As of October 15, there were 3,459,538 shares of common stock\nof Dana underlying outstanding restricted stock unit and performance stock unit awards. As a result, former Dana stockholders’ percentage ownership in the combined company will be less than their current ownership interest in Dana. For more\ninformation, see “Risk Factors— Risks Relating to the Combined Company in Connection with the Transactions—Dana stockholders’ percentage ownership interest in SpinCo following the Merger will be less than their current\nownership in Dana.”

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Q:	What are the U.S. federal income tax consequences to Dana stockholders resulting from the Mergers?\n

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The obligation of Dana to effect the Mergers is conditioned upon Dana’s receipt of an opinion from\nDana Tax Counsel, in form and substance reasonably acceptable to Dana, dated as of the Closing Date, to the effect that the Merger and the Second Merger, taken together, will be treated as a single integrated transaction that qualifies as a\n“reorganization” within the meaning of Section 368(a) of the Code (the “Merger Tax Opinion”). On the basis that the Mergers so qualify, in general, for U.S. federal income tax purposes, no gain or loss will be recognized\nby, and no amount will be included in the income of, U.S. holders of Dana common stock upon the receipt of shares of SpinCo common stock in the Merger, except

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\nfor any gain or loss recognized with respect to cash received in lieu of a fractional share of SpinCo common stock.

For more information, see the section entitled “U.S. Federal Income Tax Considerations of the Mergers.”

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Q:	What are the material Irish tax consequences to Eaton shareholders resulting from the Mergers?\n

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As a result of the Mergers, Non-Irish Holders (as defined under\n“Material Irish Tax Consequences of the Mergers”) will not be within the charge to Irish capital gains tax or corporation tax on chargeable gains (as applicable), will not be chargeable to Irish stamp duty and will not be subject to DWT\nin Ireland. The material Irish tax consequences of the Mergers are described in more detail under “Material Irish Tax Consequences of the Mergers”.

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Q:	Are there risks associated with the Transactions?

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Yes. SpinCo may not realize the expected benefits of the Transactions because of the risks and uncertainties\ndiscussed in the section entitled “Risk Factors” beginning on page 36 and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 69. These risks include, among others, risks\nrelating to the uncertainty that the Transactions will close, the uncertainty that SpinCo will be able to integrate Dana successfully, uncertainties relating to the performance of SpinCo after the Transactions, and the uncertainty that the\nDistribution may be taxable to Eaton, certain of Eaton’s subsidiaries or the Eaton shareholders.

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Q:	Who will serve on the board of the combined company following the completion of the Transactions?\n

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Following the completion of the Transactions, the board of directors of the combined company (the\n“Combined Company Board”) will consist of (a) all then-current directors of Dana as of the completion of the Transactions (the “Dana Nominees”), (b) one current executive officer of Eaton designated by Eaton prior to the\nMerger and (c) two current directors of Eaton designated by Eaton prior to the Merger (the individuals in clauses (b) and (c), collectively, the “Eaton Nominees”). The Dana Nominees are expected to include: Diarmuid B. O’Connell,\nR. Bruce McDonald, Bridget E. Karlin, Nora E. LaFreniere, Michael J. Mack, Jr., Byron S. Foster, Ernesto M. Hernández and H. Olivia Nelligan. The Eaton Nominees are expected to include: Gerald Johnson, Heath Monesmith and an additional\nindividual designated by Eaton as described herein. See “The Transactions—Board of Directors and Executive Officers of the Combined Company Following the Merger; Operations Following the Merger” for more detailed information.\n

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Q:	Who will manage the business of the combined company after the completion of the Transactions?\n

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Following the Transactions, the combined company’s senior management team will include representatives\nfrom both Eaton and Dana to enable business and customer continuity and operational discipline. The combined company’s senior management team is expected to include Byron S. Foster as Chief Executive Officer, Timothy R. Kraus as Chief\nFinancial Officer and Douglas H. Liedberg as Chief Legal Officer. Eaton’s Erin Rowse, Senior Vice President Human Resources, Industrial, is expected to serve as Chief Human Resources Officer. See “The Transactions—Board of\nDirectors and Executive Officers of the Combined Company Following the Mergers; Operations Following the Mergers” for more detailed information.

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Q:	What shareholder approvals are needed in connection with the Transactions?

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Dana cannot complete the Transactions unless the Merger Proposal (as defined herein) is approved by the\naffirmative vote of the holders of a majority of the outstanding shares of Dana common stock entitled to vote thereon as of the applicable record date. Approval of the Merger Agreement by the sole stockholder of Merger Sub was required and obtained\nshortly after the Merger Agreement was executed. Approval of the

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\nMerger Agreement and the Share Issuance by the sole stockholder of SpinCo was required and obtained shortly after the Merger Agreement was executed.

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Q:	Where will the SpinCo shares issued in connection with the Merger be listed?

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A:	SpinCo common stock will be listed on the NYSE under “DAN” concurrently with the consummation of\nthe Transactions.

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Q:	What is the current relationship between SpinCo and Dana?

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A:	SpinCo is currently a wholly owned subsidiary of Eaton and was formed as a Delaware corporation on\nApril 20, 2026 to own and operate the Mobility Business. Other than in connection with the Transactions, there is no relationship between SpinCo and Dana.

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Q:	When will the Transactions be completed?

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A:	The Transactions are expected to be completed in the first four months of 2027, subject to receipt of Dana\nstockholder approval, receipt of required regulatory clearances and customary closing conditions.

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Q:	Does Dana have to pay a termination fee to Eaton if the Merger Agreement is terminated by Dana?\n

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A:	In specified circumstances, depending on the reasons for termination of the Merger Agreement, Dana may be\nrequired to pay Eaton a termination fee of $158,700,000.

For a discussion of the circumstances under\nwhich the termination fee is payable by Dana, see “The Transaction Agreements—The Merger Agreement—Termination” beginning on page 201.

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Q:	Does Eaton have to pay a termination fee to Dana or reimburse Dana’s expenses if the Merger\nAgreement is terminated by Eaton?

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A:	No. See “The Transaction Agreements—The Merger Agreement—Termination.”\n

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Q:	Is SpinCo required to have a certain amount of cash in connection with the Mergers? Is there an\nadjustment based on the cash, indebtedness or working capital of SpinCo?

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There is no adjustment based on working capital of SpinCo. The Separation Agreement provides that Eaton will\nuse reasonable best efforts to cause the SpinCo Group to hold certain amounts of cash in certain jurisdictions as of immediately prior to the Distribution. The Separation Agreement also provides for a post-closing adjustment to the SpinCo Cash\nPayment based on SpinCo’s actual cash and indebtedness. Specifically, the SpinCo Cash Payment is adjusted by reference to the SpinCo Cash Amount (as defined in the Separation Agreement) (subject to a cap at the Maximum Cash Amount (as defined\nin the Separation Agreement)) less SpinCo Indebtedness (as defined in the Separation Agreement), in each case as of immediately prior to the Distribution, measured against the estimated amounts used to calculate the payment at closing. Based on the\nfinal amounts relative to those estimates, SpinCo may be required to pay additional cash to Eaton, or Eaton may be required to pay cash to SpinCo. Any such adjustment will occur following the closing of the Mergers and will not affect the number of\nshares of SpinCo common stock to be issued in the Merger. See “The Transaction Agreements—The Separation Agreement—The Contribution and the SpinCo Cash Payment.”

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Q:	Will Dana or SpinCo incur indebtedness in connection with the Transactions, and how will the Transactions\nimpact the future liquidity and capital resources of the combined company?

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Yes. Concurrently with the execution of the Merger Agreement, SpinCo and Dana entered into the Bridge\nCommitment Letter, pursuant to which the Bridge Commitment Parties (as defined herein) committed to provide the Bridge Facility in an initial aggregate principal amount of up to $2.6 billion, subject to the terms\n

\n\n\n

\nand conditions of the Bridge Commitment Letter. Subsequently, SpinCo and Dana entered into the Engagement and Commitment Letter, pursuant to which certain financial institutions committed to\nprovide the Term A Facility in an aggregate principal amount of up to $350 million, subject to the terms and conditions of the Engagement and Commitment Letter. The commitments under the Bridge Facility were reduced by $350 million\nsimultaneously with the execution of the Engagement and Commitment Letter pursuant to the terms of the Bridge Commitment Letter. It is expected that, if necessary, the proceeds of the Bridge Facility, to the extent not reduced or replaced by any\nAdditional Permanent Financing, will be available in up to two drawings: one to fund the SpinCo Cash Payment and one to complete the Dana Refinancing. To the extent any portion of the Bridge Facility is undrawn after the Dana Refinancing drawing or\nif the Merger has not been consummated within five business days of the Distribution Date, the commitments with respect to such undrawn portion will automatically terminate; provided that if the Merger has been consummated but the Dana Refinancing\nhas not been consummated, the commitments with respect to the Dana Refinancing shall not automatically terminate until the date on which the Dana Refinancing is consummated, which date shall not exceed the earlier of (a) ninety days following\nthe consummation of the Merger and (b) 11:59 p.m., New York City time, on the date that is fifteen months, plus five business days after June 10, 2026. SpinCo and Dana expect to incur Additional Permanent Financing. The Additional Permanent\nFinancing would further reduce the commitments under the Bridge Facility. The aggregate proceeds of the Bridge Facility, the Term A Facility and any Additional Permanent Financing will be used by SpinCo and Dana to fund the SpinCo Cash Payment,\nconsummate the Dana Refinancing, refinance or replace the Bridge Facility and/or pay fees and expenses related to the Transactions. See “Debt Financing Arrangements.”

SpinCo anticipates that, following the consummation of the Mergers, its primary sources of liquidity for future cash\nrequirements, including working capital, operating activities and any future acquisitions, will be (a) cash flows from operations, (b) cash and cash equivalents on hand and (c) borrowings from Dana’s existing revolving credit\nfacility. SpinCo expects that overall liquidity and operating cash flow will be sufficient to meet its anticipated cash requirements for capital expenditures, including costs relating to the Transactions, working capital, debt obligations and other\ncommitments during the next twelve months. However, SpinCo’s indebtedness following the Transactions could adversely affect SpinCo’s financial condition or liquidity. See “Risk Factors—Risks Relating to the Combined Company\nin Connection with the Transactions.”

\n\n\n

Q:	Can Dana, Eaton or SpinCo stockholders (or, in the case of Eaton, shareholders) demand appraisal of their\nshares?

\n\n\n

A:	No. None of Eaton, SpinCo or Dana stockholders (or, in the case of Eaton, shareholders) have appraisal\nrights under Delaware law in connection with the Mergers.

Questions and Answers about the Special Meeting\n

\n\n\n

Q:	What is a proxy?

\n\n\n

A proxy is your authorization for someone else to vote for you in the way that you want to vote. When you\ncomplete and submit a proxy card or use the automated telephone voting system or the Internet voting system, you are submitting a proxy. The Dana board is soliciting this proxy. All references in this proxy statement to “you” will mean\nyou, the stockholder, and to “yours” will mean the stockholder’s or stockholders’, as appropriate.

\n\n\n

Q:	What is a proxy statement?

\n\n\n

A.	A proxy statement is a document the United States Securities and Exchange Commission (the “SEC”)\nrequires to explain the matters that you are asked to vote on by proxy and to disclose certain related information.

\n\n\n

Q:	Why am I receiving this proxy statement/prospectus?

\n\n\n

You are receiving this proxy statement/prospectus because the parties have agreed that Dana will combine\nwith the Mobility Business through the separation of the Mobility Business from Eaton into Mobility pursuant to the Separation and the Distribution, the merger of Merger Sub with and into Dana, with Dana continuing as the surviving corporation in\nthe Merger and becoming a direct wholly owned subsidiary of Mobility and, immediately following and as part of the same overall transaction, the merger of Dana with and into Second Merger Sub, with Second Merger Sub continuing as the surviving\nentity in the Second Merger and becoming a direct wholly owned subsidiary of Mobility. The Merger Agreement, which governs the terms and conditions of the Merger, is attached as Annex A hereto. The Second Merger will be effected pursuant to the\nSecond Letter Agreement. The Separation Agreement, which governs the Separation and the Distribution, is attached as Annex B hereto. The vote of Dana’s stockholders is required in connection with the Transactions. Dana is sending these\nmaterials to its stockholders to help you decide how to vote your shares with respect to the Merger Proposal and other important matters.

\n\n\n

Q:	What matters am I being asked to vote on?

\n\n\n

In order to implement the Mergers, Dana’s stockholders are being asked to consider and vote upon a\nproposal to adopt the Merger Agreement. Dana’s stockholders are also being asked to consider and vote upon a proposal to approve the adjournment of the Special Meeting, if necessary, (a) to solicit additional proxies in the event there\nare not sufficient votes at the time of the Special Meeting to approve the Merger Proposal, (b) if there are insufficient shares of Dana common stock represented (either in person via the Internet or by proxy) to constitute a quorum necessary\nto conduct business at the Special Meeting or (c) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that Dana has determined, based on the advice of outside legal counsel, are reasonably likely to be\nrequired under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by Dana’s stockholders prior to the Special Meeting.

The approval of the Merger Proposal is the only approval of Dana’s stockholders required for completion of the\ntransactions contemplated by the Merger Agreement.

\n\n\n

Q:	When and where will the Special Meeting take place?

\n\n\n

A:	The Special Meeting will be held on December 7, 2026 at 8:30 a.m., Eastern Time, exclusively via the\nInternet at www.virtualshareholdermeeting.com/DAN2026SM.

To attend the Special Meeting, you must be a\nregistered Dana stockholder as of the Record Date, or, if your shares are held through a bank, broker or other nominee, you must obtain a legal proxy from such holder and follow the instructions set forth in this proxy statement/prospectus.

\n\n\n

Q:	What constitutes a quorum at the Special Meeting?

\n\n\n

There were 99,837,574 shares of Dana common stock issued and outstanding as of the close of business on the\nRecord Date. The holders of a majority in total voting power of the outstanding shares of Dana common stock as of the Record Date, present virtually or represented by proxy, or 49,918,788 shares, shall constitute a quorum for the transaction of any\nbusiness at the Special Meeting. A quorum must exist to conduct business at the Special Meeting. If you are a Dana stockholder and you vote (a) via the Internet (by accessing the website listed on their proxy card), (b) by telephone (by calling\nthe toll-free number listed on their proxy card) or (c) by mail using a paper proxy card, then your shares of Dana common stock will be counted as part of the quorum. If you are a “street name” holder of shares of Dana common stock\nand you provide your broker, bank or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares and you do not provide your broker, bank\nor other nominee with voting instructions, then your shares will not be counted as present in determining the presence of a quorum. Once a share is represented for any purpose at the Special\n

\n\n\n

\nMeeting, it is deemed present for quorum purposes for the remainder of the Special Meeting and for any adjourned Special Meeting. All shares of Dana common stock represented and entitled to vote\nat the Special Meeting, including shares of Dana common stock that are represented by proxy but that vote to abstain, will be treated as present for purposes of determining the presence or absence of a quorum.

\n\n\n

Q:	Who can vote at the Special Meeting?

\n\n\n

The Dana board has fixed the close of business on October 15, 2026 as the record date for the Special\nMeeting (the “Record Date”). Only stockholders of record as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. As of the close of\nbusiness on the Record Date, there were 99,837,574 shares of Dana common stock issued and outstanding and entitled to vote at the Special Meeting.

\n\n\n

Q:	What vote is required to approve each proposal?

\n\n\n

Where a quorum is present, the affirmative vote of the holders of a majority of the outstanding shares of\nDana common stock entitled to vote thereon as of the Record Date is required to approve the Merger Proposal. Assuming a quorum is present, abstentions from voting and failures to vote (including failure to instruct your bank, broker or other nominee\non how to vote your shares of Dana common stock) will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

Where a quorum is present, the affirmative vote of the holders of a majority of the voting power of the outstanding shares of\nDana common stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon is required to approve the Adjournment Proposal. Assuming a quorum is present, failures to vote (including failure to instruct your bank,\nbroker or other nominee on how to vote your shares of Dana common stock) will have no effect on the approval of the Adjournment Proposal and abstentions from voting will have the same effect as a vote “AGAINST” the approval of the\nAdjournment Proposal.

Approval of one proposal is not conditioned on the approval of the other proposal.

\n\n\n

Q:	What if a holder does not vote or abstains from voting?

\n\n\n

Holders of Dana common stock as of the close of business on the Record Date may vote “FOR,”\n“AGAINST” or “ABSTAIN” with respect to each proposal. There will not be any broker non-votes at the Special Meeting because each of the proposals to be presented at the Special Meeting\nis considered to be “non-routine.” Since the Merger Proposal and the Adjournment Proposal are non-routine matters, banks, brokers and other nominees do not have discretionary authority to vote on\nthese matters. Accordingly, if your shares of Dana common stock are held in “street name,” you must provide voting instructions to your bank, broker or other nominee, as banks, brokers or other nominees will not be permitted to vote your\nshares of Dana common stock at the Special Meeting without receiving instructions.

If you are a\nstockholder of record and you properly complete, sign and return your proxy card but do not indicate how your shares of Dana common stock should be voted on a proposal, the shares represented by your proxy will be voted as the Dana board recommends,\nwhich is “FOR” the Merger Proposal and “FOR” the Adjournment Proposal. This is different from the lack of discretionary authority of banks, brokers and other nominees described above. A signed proxy card\nauthorizes the persons named as proxies to vote your shares, whereas a bank, broker or other nominee may not vote shares held in “street name” on non-routine matters absent instructions from the beneficial owner.

\n\n\n

Q:	How do holders of record vote?

\n\n\n

A:	Stockholders have three options for submitting their votes: (a) via the Internet (by accessing the\nwebsite listed on their proxy card), (b) by telephone (by calling the toll-free number listed on their proxy card) or

\n\n\n

\n(c) by mail using a paper proxy card. Submitting a proxy via the Internet or by telephone provides the same authority to vote shares as returning a paper proxy card by mail. If you\nparticipate in the Special Meeting via the Internet, you may vote your shares electronically during the Special Meeting even if you previously voted via the Internet, by telephone or by mail using a paper proxy card.

\n\n\n

Q:	How do beneficial holders vote?

\n\n\n

A:	Beneficial stockholders who hold shares of Dana common stock in “street name” through a bank,\nbroker or other nominee must give instructions to that nominee to vote on their behalf. Please follow the instructions on the voting form from the broker, bank or other nominee who holds your shares.

\n\n\n

Q:	If a holder’s shares are held in “street name” through a broker, bank or other nominee,\nwill the broker vote the shares for the holder?

\n\n\n

Banks, brokers and other nominees holding shares in “street name” have the authority to vote on\nroutine proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are precluded from exercising their voting discretion with respect to the approval of\nnon-routine matters. Since the Merger Proposal and the Adjournment Proposal are non-routine matters, banks, brokers and other nominees do not have discretionary\nauthority to vote on these matters, and, as a result, absent specific instructions from the beneficial owner, banks, brokers and other nominees are not empowered to vote those “street name” shares in connection with such proposals.\n

\n\n\n

Q:	Can holders change their vote?

\n\n\n

A:	Yes. Holders of record of Dana common stock who have properly completed and submitted their proxy card or\nproxy via the Internet, telephone or mail can change their vote or revoke their proxy in any of the following ways:

\n\n\n\n\n

•

notifying Dana’s Corporate Secretary in writing (at Dana’s address set forth in this proxy\nstatement/prospectus, which must be received prior to the proxy’s exercise of the proxy at the Special Meeting);

\n\n\n\n\n

•

voting again via the Internet or by telephone (prior to or at 11:59 p.m., Eastern Time), since only the latest\nvote will be counted; or

\n\n\n\n\n

•

signing and returning, prior to the prior proxy’s exercise at the Special Meeting, another proxy card\nthat is dated after the date of the first proxy card.

Beneficial holders of Dana common stock who hold\nshares in “street name” should contact their bank, broker or other nominee for instructions on how to revoke their proxies. Simply attending the Special Meeting will not revoke a proxy.

\n\n\n

Q:	Does the Dana board support the Mergers?

\n\n\n

A:	Yes. The Dana board has unanimously approved the Merger Agreement and the Merger and recommends that Dana\nstockholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

\n\n\n

Q:	What should holders of Dana common stock do now?

\n\n\n

After carefully reading and considering the information contained in this proxy statement/prospectus,\nholders of Dana common stock should submit a proxy by mail, via the website or by telephone to vote their shares as soon as possible so that their shares will be represented and voted at the Special Meeting. Holders should follow the instructions\nset forth on the enclosed proxy card or on the voting instruction form provided by the record holder if their shares are held in the name of a bank, broker or other nominee.

\n\n\n

Q:	Who will bear the cost of soliciting votes for the Special Meeting?

\n\n\n

Dana has engaged Innisfree to assist in the solicitation of proxies for the Special Meeting. Dana estimates\nthat it will pay $150,000, plus additional fees to be determined at the conclusion of the solicitation and reimbursement of reasonable expenses. Dana has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise\nout of its solicitation of proxies (subject to certain exceptions).

\n\n\n

Q:	Who can answer my questions about the Special Meeting?

\n\n\n

A:	If you have any questions about the Special Meeting or need to obtain proxy cards or other information,\nplease contact:

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, NY 10110

Stockholders may call toll free: (877) 456-3402

Banks and Brokers may call collect: (212) 750-5833

\n\n\n

Q:	Where can I find more information about Dana, Eaton, Mobility and the Transactions?\n

\n\n\n

A:	You can find out more information about Dana, Eaton, Mobility and the Transactions by reading this proxy\nstatement/prospectus and, with respect to Dana and Eaton, from various sources described in “Where You Can Find Additional Information; Incorporation by Reference.”

\n\n\n

Q:	I share an address with another stockholder. Why did we receive only one set of proxy materials?\n

\n\n\n

Certain holders of record of Dana common stock who have the same address and last name will receive only one\ncopy of our proxy materials until such time as one or more of these stockholders notifies us that they want to receive separate copies. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural\nresources. Dana stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If you are a Dana stockholder who receives a single set of proxy materials as a result of householding, and you would like to\nhave separate copies of our proxy materials mailed to you, please contact Dana’s Corporate Secretary at 3939 Technology Drive, Maumee, Ohio 43537.

\n\n\n

Q:	How can I find the results of the Special Meeting?

\n\n\n

Preliminary results will be announced at the Special Meeting. Final results will be published in a Current\nReport on Form 8-K to be filed with the SEC within four business days after the Special Meeting. If the official results are not available at that time, Dana will provide preliminary voting results in the\nCurrent Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

SUMMARY

The following summary contains certain information described in more detail elsewhere in this proxy statement/prospectus. To\nbetter understand the proposed Transactions, and for a more complete description of the legal terms of the Separation and the Mergers, you should read this entire proxy statement/prospectus carefully, as well as those additional documents to which\nwe refer you. See also “Where You Can Find Additional Information; Incorporation by Reference.”

Information\nAbout Dana (Page 77)

Dana Incorporated

3939 Technology Drive

Maumee, Ohio 43537, USA

Dana Incorporated, which we refer to as Dana, is a Delaware corporation. Dana is a world leader in providing power-conveyance\nand energy-management solutions for on-highway vehicles. Dana’s portfolio improves the efficiency, performance and sustainability of light and commercial vehicles. From axles, driveshafts, transmissions,\nsealing and thermal products to electrification products including motors, inverters, controllers, e-sealing, e-thermal and digital solutions, Dana enables the\npropulsion of internal combustion engine, hybrid and electric-powered vehicles by supplying nearly every major on-highway vehicle manufacturer in the world. Dana’s technologies include drive systems\n(axles, driveshafts and transmissions); electrodynamic technologies (motors, inverters, software and control systems, battery-management systems and fuel cell plates); sealing solutions (gaskets, seals, cam covers and oil pan modules);\nthermal-management technologies (transmission and engine oil cooling, battery and electronics cooling, charge air cooling and thermal-acoustical protective shielding); and digital solutions (active and passive system controls and descriptive and\npredictive analytics). Dana serves its global light vehicle and medium/heavy vehicle markets through two business units—Light Vehicle Drive Systems (Light Vehicle) and Commercial Vehicle Drive and Motion Systems (Commercial Vehicle). Dana has\na diverse customer base and geographic footprint which minimizes its exposure to individual market and segment declines. For more information on Dana, see “Information About Dana.”

Information About Eaton and Merger Sub (Page 78)

Eaton Corporation plc

Eaton House, 30 Pembroke Road

Dublin 4, Ireland D04 Y0C2

Eaton Corporation plc, which we refer to as Eaton, is an Irish public limited company and an intelligent power management\ncompany dedicated to protecting the environment and improving the quality of life for people everywhere. Eaton makes products for the data center, utility, industrial, commercial and institutional, machine building, residential, aerospace and\nmobility markets. For more information on Eaton, see “Information About Eaton.”

Atlas Mobility Sub, Inc.\n

c/o Eaton Corporation plc

Eaton House, 30 Pembroke Road

Dublin 4, Ireland D04 Y0C2

Atlas Mobility Sub, Inc., which we refer to as Merger Sub, is a direct, wholly owned subsidiary of SpinCo, that was\nincorporated in the State of Delaware on May 22, 2026, for the purposes of merging with and into Dana in the Merger. Merger Sub has not carried on any activities other than in connection with the Merger Agreement and the Second Letter\nAgreement. For more information on Merger Sub, see “Information About Eaton and Merger Sub.”

Information About Second Merger\nSub (Page 78)

Second Merger Sub will be formed prior to completion of the Mergers as a Delaware limited\nliability company and a direct wholly owned subsidiary of SpinCo for the purpose of effecting the Second Merger. For more information on Second Merger Sub, see “The Transactions—The Mergers.”

Information About Mobility (USA) Corporation (Page 79)

c/o Eaton Corporation plc

Eaton House, 30 Pembroke Road

Dublin 4, Ireland D04 Y0C2

Mobility (USA) Corporation, which we refer to as SpinCo, is an indirect, wholly owned subsidiary of Eaton that was incorporated\nin the State of Delaware on April 20, 2026, to own and operate Eaton’s Mobility Business. In connection with the Transactions, among other things, certain members of the Eaton Group will cause specified assets and liabilities used in the\nMobility Business to be conveyed to SpinCo in exchange for the issuance of SpinCo common stock and the SpinCo Cash Payment. For more information about the Mobility Business, see “Information About the Mobility Business.”

Information About the Mobility Business (Page 79)

The Mobility Business is a global mobility and engineered-systems partner serving commercial, light vehicle and aftermarket\ncustomers worldwide. The company designs and manufactures mission-critical powertrain, drivetrain, engine, air management, electrical and electronic components and systems that safely, efficiently and reliably create, manage, and deliver mechanical\nand electrical power across vehicles. The Company operates across the propulsion spectrum, from internal combustion, to hybrid, to fully electric, to support original equipment manufacturer (“OEM”) customers with a portfolio of\ndifferentiated solutions.

The Transactions (Page 138)

On June 10, 2026, Eaton, Eaton Ohio, SpinCo, Dana and Merger Sub entered into the Merger Agreement and Eaton, Eaton Ohio,\nEaton HoldCo, SpinCo and Dana entered into the Separation Agreement, pursuant to which Dana will combine with Eaton’s Mobility Business. Immediately following the Distribution, Merger Sub will merge with and into Dana in the Merger, with Dana\nsurviving as a direct wholly owned subsidiary of SpinCo, and immediately following the Merger and as part of the same overall transaction, Dana will merge with and into Second Merger Sub, with Second Merger Sub surviving as a direct wholly owned\nsubsidiary of SpinCo. As a result of and immediately following the Transactions, Eaton shareholders will own, in the aggregate, 50.1% of the issued and outstanding shares of SpinCo common stock (on a fully diluted basis) and pre-Merger Dana stockholders will own, in the aggregate, 49.9% of the issued and outstanding shares of SpinCo common stock (on a fully diluted basis). Eaton shareholders that do not participate in the Exchange Offer\nwill retain the shares of Eaton Ordinary Shares that they held prior to the Distribution.

In connection with the\nTransactions, Eaton, Eaton Ohio, Eaton HoldCo, Dana and SpinCo have entered into the Separation Agreement to effect the Separation. The parties have entered into or will enter into several other agreements, including the Second Letter Agreement, to\nprovide a framework for their relationship after the Distribution and the Mergers. These agreements provide for the allocation between Eaton, on the one hand, and SpinCo and Dana, on the other hand, of certain assets (including intellectual property\nrights), liabilities and obligations related to the Mobility Business and will govern the relationship between Eaton, SpinCo and Dana after the Distribution and the Merger. In connection with the Transactions:

\n\n\n

(1)	SpinCo, Eaton, Eaton Ohio and Eaton HoldCo will enter into an Employee Matters Agreement, which relates to,\namong other things, Eaton’s and SpinCo’s obligations with respect to current and former employees of the Mobility Business;

\n\n\n

(2)

SpinCo, Eaton, Eaton Ohio and Eaton HoldCo will enter into several transition agreements, which we refer to\nas the Transition Arrangements, pursuant to which each party will, on a transitional basis, provide the other party with certain support services and other assistance, after the Distribution and Merger;

\n\n\n

(3)	One or more members of the Eaton Group, on the one hand, and one or more members of the SpinCo Group, on the\nother hand, will enter into agreements (as further described in this proxy statement/prospectus) which relate to the transfer or licensing of intellectual property rights; and

\n\n\n

(4)

Dana, SpinCo, Eaton, Eaton Ohio and Eaton HoldCo will enter into a Tax Matters Agreement that governs the\nparties’ respective rights, responsibilities and obligations with respect to taxes of SpinCo, Eaton and their respective subsidiaries (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any\nfailure of the Separation to qualify for its intended tax treatment), tax benefits and attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and assistance and cooperation in respect of tax matters.\nFor a more complete discussion of the agreements related to the Transactions, see “The Transaction Agreements” and “Additional Agreements Related to the Separation and the Mergers—Tax Matters Agreement.”\n

In addition, on July 27, 2026, Dana and Eaton entered into the Share Buyback Side Letter, pursuant\nto which Eaton consented to Dana’s repurchase of shares of Dana common stock through the Closing under Dana’s share repurchase authorization approved by the Dana board on February 10, 2026, subject to a corresponding increase in the\nSpinCo Cash Payment. See “Additional Agreements Related to the Separation and the Mergers—Share Buyback Side Letter.”

Since the execution of the Merger Agreement and the resumption of share repurchases under the Existing Repurchase Program (as\ndefined below) pursuant to the Share Buyback Side Letter, Dana has repurchased 8,036,601 shares of Dana common stock at an aggregate cost of approximately $242.0 million as of October 15, 2026. Based on current market conditions, Dana\nexpects to repurchase an aggregate of approximately 10 million shares of Dana common stock for total aggregate consideration of approximately $300.0 million. Future share repurchases remain dependent on market conditions, including the prevailing\nmarket price of Dana common stock, and the actual number of shares repurchased and the aggregate cost thereof may differ materially from Dana’s current expectations. Pursuant to the Share Buyback Side Letter, the SpinCo Cash Payment will be\nincreased by an amount equal to the aggregate purchase price paid by Dana for all shares of Dana common stock repurchased from July 27, 2026, through the date immediately preceding the Closing Date, multiplied by 100.4008016%. Based on the\nexpected repurchase of approximately $300.0 million of Dana common stock from the execution of the Merger Agreement through the Closing, the increase in the SpinCo Cash Payment payable to certain members of the Eaton Group (excluding Eaton) in\nconnection with such repurchases would be approximately $301.2 million. The Dana Board and Dana management continue to evaluate, in consultation with their advisors, the possibility of additional share repurchases, including following the\nClosing, subject to applicable legal requirements and contractual limitations, including any restrictions in connection with the rules governing the intended tax-free treatment of the Separation.

In addition, on October 16, 2026, Eaton, Eaton Ohio, Eaton HoldCo, SpinCo, Merger Sub and Dana entered into the Second\nLetter Agreement, pursuant to which, immediately following the Merger and as part of the same overall transaction, Dana will merge with and into Second Merger Sub, with Second Merger Sub surviving as a direct wholly owned subsidiary of SpinCo. See\n“Additional Agreements Related to the Separation and the Mergers—Second Letter Agreement.”

Transaction\nSequence (Page 139)

Below is a\nstep-by-step list illustrating the sequence of material events relating to the Transactions. Each of these events is discussed in more detail elsewhere in this proxy\nstatement/prospectus. Dana and Eaton anticipate that the Transactions will occur in the following order:

Step 1: Prior\nto the Distribution Date and the Mergers—Restructuring. Prior to the Distribution and the Mergers, Eaton, SpinCo and certain of their respective subsidiaries will engage in a series of actions, including\n

\nthe formation of new entities, transfers of securities, intellectual property assignments, contributions, distributions and other actions, to effect an internal Restructuring in order to separate\nthe Mobility Business from the other businesses of Eaton. These internal restructuring actions are contemplated by the Separation Agreement and the Restructuring Plan set forth therein and will include the following actions:

\n\n\n\n

(a)

certain members of the Eaton Group (excluding Eaton) will transfer and convey to SpinCo and other members of\nthe SpinCo Group all of the right, title and interest of the Eaton Group in, to and under all SpinCo assets not already owned by the SpinCo Group (other than the Royal Precision Equity Interests, which are the subject of Step 4 below, and certain\nother Specified Assets, which are subject to Step 3 below), and SpinCo and other members of the SpinCo Group will assume all SpinCo liabilities;

\n\n\n\n

(b)

SpinCo and certain SpinCo subsidiaries will transfer and convey to certain members of the Eaton Group\n(excluding Eaton) certain assets that relate to Eaton’s other businesses or that do not form part of the Mobility Business and any liabilities excluded from the Mobility Business, and certain members of the Eaton Group (excluding Eaton) will\nassume any such liabilities; and

\n\n\n\n

(c)

Eaton Ohio will contribute certain SpinCo assets to SpinCo in consideration for (i) SpinCo’s\nassumption of certain SpinCo liabilities, (ii) the issuance of SpinCo common stock, and (iii) SpinCo’s payment of a portion of the SpinCo Cash Payment (as described further in Step 2 below) pursuant to the Eaton Ohio Contribution.\nFollowing the Eaton Ohio Contribution (including, for the avoidance of doubt, Eaton Ohio’s receipt of a portion of the SpinCo Cash Payment), Eaton Ohio will then distribute 100% of the SpinCo common stock held by it to Eaton Holding XIII\nS.à r.l., a Luxembourg entity pursuant to the Eaton Ohio Distribution. Following the Eaton Ohio Distribution, certain other members of the Eaton Group (excluding Eaton) will contribute, transfer and deliver to SpinCo or other members of the\nSpinCo Group, and SpinCo and such SpinCo Group members will accept and assume, certain additional SpinCo assets and SpinCo liabilities relating to the Mobility Business. Thereafter, members of the Eaton Group will transfer, directly or indirectly,\n100% of the outstanding SpinCo common stock to Eaton, resulting in Eaton owning directly 100% of the outstanding SpinCo common stock.

Step 2: Prior to the Distribution Date—SpinCo Debt Financing and SpinCo Cash Payment. On or before the\nDistribution Date, SpinCo or one or more members of the SpinCo Group will enter into definitive agreements providing for debt financing in an aggregate principal amount sufficient to fund the SpinCo Cash Payment (the debt incurred pursuant to such\nagreements, the “SpinCo Debt”). SpinCo will draw upon the SpinCo Debt and, prior to the Eaton Ohio Distribution, will pay to one or more accounts designated by Eaton Ohio a portion of the SpinCo Cash Payment, as partial consideration for\nthe transfer of the Mobility Business assets to SpinCo in connection with the Eaton Ohio Contribution (as described in Step 1 above). The SpinCo Cash Payment is subject to a customary cash and indebtedness adjustment and the Distribution True-Up Adjustment, increased as a result of any pre-Closing share repurchases by Dana pursuant to the Share Buyback Side Letter and reduced by the Royal Precision Purchase Price and the Specified Asset Purchase\nPrice.

Step 3: Prior to or on the Distribution Date—Specified Asset Transfer. In accordance with the\nSeparation Agreement, certain Specified Assets will be sold by certain members of the Eaton Group to Dana or its subsidiaries pursuant to a Specified Asset Purchase Agreement.

Step 4: Distribution Date—Royal Precision Sale. Prior to or at the Closing, Eaton Ohio will sell to the Dana\nGroup 100% of the Royal Precision Equity Interests, and the purchasing entity of the Dana Group will purchase the Royal Precision Equity Interests, in exchange for a cash payment to Eaton Ohio in an amount equal to the Royal Precision Purchase\nPrice, in each case pursuant to and in accordance with the terms and subject to the conditions of the Royal Precision Purchase Agreement. The Royal Precision Purchase Price is treated as an adjustment in the calculation of the SpinCo Cash Payment.\n

Step 5: Distribution Date—The Distribution. On the Distribution\nDate, at the Distribution Time, Eaton will effect a distribution by causing SpinCo to issue 100% of the shares of SpinCo common stock to Eaton shareholders. Eaton has elected to effect the Distribution in the form of the Exchange Offer, pursuant to\nwhich Eaton is offering its shareholders the option to redeem all or a portion of their Eaton Ordinary Shares in exchange for the issuance of shares of SpinCo common stock. Following the expiration of the Exchange Offer:

\n\n\n\n

(a)

If the Exchange Offer is fully subscribed: 100% of the outstanding SpinCo common stock will have been\nissued to tendering Eaton shareholders who participate in the Exchange Offer, Eaton’s existing SpinCo common stock will be canceled and extinguished, and the Distribution will be complete.

\n\n\n\n

(b)

If the Exchange Offer is not fully subscribed: The remaining shares of SpinCo common stock that are\nnot issued in the Exchange Offer will be issued on the Distribution Date, immediately following the consummation of the Exchange Offer, on a pro rata basis to Eaton shareholders whose Eaton Ordinary Shares remain outstanding after the consummation\nof the Exchange Offer in a Clean-Up Spin-Off. Any Eaton shareholder who validly tenders (and does not properly withdraw) Eaton Ordinary Shares that are accepted for\nexchange in the Exchange Offer will, with respect to such shares, waive their rights to receive, and forfeit any rights to, shares of SpinCo common stock distributed in the Clean-Up Spin-Off. Following consummation of the Exchange Offer and any Clean-Up Spin-Off, 100% of the SpinCo common stock held by Eaton will be\ncanceled and extinguished.

Step 6: Distribution Date—The Mergers. On the\nDistribution Date, immediately following the Distribution Time, Merger Sub will be merged with and into Dana, whereupon the separate corporate existence of Merger Sub will cease and Dana will survive the Merger as a direct wholly owned subsidiary of\nSpinCo and, immediately following the Merger and as part of the same overall transaction, Dana will be merged with and into Second Merger Sub, whereupon the separate corporate existence of Dana will cease and Second Merger Sub will survive the\nSecond Merger as a direct wholly owned subsidiary of SpinCo. In the Merger, each outstanding share of Dana common stock (except for Merger Excluded Shares) will be automatically converted into the right to receive the Merger Exchange Ratio, which is\none fully paid and nonassessable share of SpinCo common stock, subject to adjustment as provided in the Merger Agreement, together with cash in lieu of any fractional shares of SpinCo common stock.

Immediately following the consummation of the Merger, Eaton shareholders are expected to own, in the aggregate, 50.1% of the\nissued and outstanding shares of SpinCo common stock (on a fully diluted basis) and pre-Merger Dana stockholders are expected to own, in the aggregate, 49.9% of the issued and outstanding shares of SpinCo\ncommon stock on a fully diluted basis. At the effective time of the Merger, SpinCo will be renamed “Dana Incorporated” and its common stock will be listed on the NYSE under the ticker symbol “DAN.”

Step 7: Following the Effective Time of the Merger—Delivery of SpinCo Common Stock to Dana Stockholders.\nFollowing the Effective Time, the Merger Distribution Agent (as appointed by Dana prior to the Effective Time of the Merger) will deliver to each former holder of Dana common stock evidence of book-entry authorizations representing the number of\nwhole shares of SpinCo common stock that such holder is entitled to receive pursuant to the Merger, together with, if applicable, cash in lieu of any fractional shares of SpinCo common stock to which such holder would otherwise have been entitled.\nThe Merger Distribution Agent will aggregate all fractional shares that would otherwise be issuable to Dana stockholders and will sell such shares at then-prevailing prices on the NYSE, in no case later than ten (10) business days after the\nEffective Time of the Merger. The Merger Distribution Agent will make the net cash proceeds of such sales (after any tax withholding and reduced by any agent fees attributable to such sale) available, without interest, to Dana stockholders on a pro\nrata basis based on their respective fractional share interests.

Structure Immediately Before the Distribution

\n\n\n $\"LOGO\"$ \n

Structure Following the\nDistribution but Before the Mergers

\n\n\n $\"LOGO\"$ \n

Structure Following the Merger

\n\n\n $\"LOGO\"$ \n

Structure Following the Second Merger

\n\n\n $\"LOGO\"$ \n

The Restructuring (Page 142)

As part of the Restructuring and prior to the Distribution, to the extent not previously effected pursuant to the\nRestructuring, (a) certain members of the Eaton Group will transfer to SpinCo certain assets related to the Mobility Business and certain liabilities related to the Mobility Business, and (b) if needed, SpinCo and certain SpinCo\nsubsidiaries will transfer to certain members of the Eaton Group (excluding Eaton) certain assets that relate to Eaton’s other businesses or do not form part of the Mobility Business and liabilities excluded from the Mobility Business, in\norder to separate the Mobility Business from Eaton’s other businesses prior to the Distribution.

In addition to the\nassets and liabilities of the Mobility Business that will be transferred to SpinCo or its subsidiaries in connection with the Restructuring (and that will therefore become assets and liabilities of SpinCo\n

\nas a result of the Distribution and Merger), on or around the Closing Date and pursuant to the transactions contemplated by the Separation Agreement, the Royal Precision Purchase Agreement and\nthe Specified Asset Purchase Agreement, certain subsidiaries of Eaton will directly transfer certain other assets and liabilities related to the Mobility Business (and which are reflected in the historical financial statements of SpinCo and pro\nforma financial information included elsewhere in this proxy statement/prospectus). The transactions contemplated by the Separation Agreement form part of the series of transactions related to the separation of the Mobility Business and are\nconditioned on the occurrence of the Distribution and the Merger.

The Distribution-Exchange Offer and\nSplit-Off

On the closing date of the Mergers, Eaton will make a\ndistribution to be effected by the consummation of an Exchange Offer. In the Exchange Offer, Eaton will offer its stockholders the option to redeem all or a portion of their Eaton Ordinary Shares in exchange for the issuance of shares of SpinCo\ncommon stock by SpinCo to such participating Eaton shareholders. In the event the Exchange Offer is not fully subscribed because the number of Eaton Ordinary Shares elected to be redeemed and accepted by Eaton results in fewer than all of the shares\nof SpinCo common stock being exchanged, Eaton will cause SpinCo to issue the remaining shares of SpinCo common stock on a pro rata basis to Eaton shareholders whose Eaton Ordinary Shares remain outstanding after consummation of the Exchange Offer,\nwhich we refer to as the Clean-Up Spin-Off. Following consummation of the Exchange Offer and any Clean-Up Spin-Off, 100% of the SpinCo common stock held by Eaton will be canceled and extinguished.

Any Eaton shareholder who validly tenders (and does not properly withdraw) Eaton Ordinary Shares that are accepted for\nexchange in the Exchange Offer will, with respect to such shares, waive their rights to receive, and forfeit any rights to, any shares of SpinCo common stock distributed in the Clean-Up Spin-Off. If there is a Clean-Up Spin-Off, the Distribution Exchange Agent will calculate the exact number of shares of SpinCo common\nstock intended to be issued as part of the Exchange Offer that will not be exchanged in the Exchange Offer, which shares will be distributed on a pro rata basis to the remaining holders of Eaton Ordinary Shares (after giving effect to the\nconsummation of the Exchange Offer) immediately thereafter.

The Distribution Exchange Agent will hold, for the account of\nthe relevant Eaton shareholders, book-entry authorizations representing all of the outstanding shares of SpinCo common stock distributed in the Distribution pending the consummation of the Mergers. SpinCo common stock will not be transferable during\nthis period.

Conditions to the Distribution

Eaton’s obligation to effect the Distribution is subject to the satisfaction of the following conditions, each of which\nmay be waived by Eaton, in whole or in part, to the extent permitted by applicable law:

\n\n\n\n\n

•

completion of the Restructuring (including the SpinCo Cash Payment) substantially in accordance with the\nrestructuring plan;

\n\n\n\n\n

•

a determination by the Eaton board that Eaton has sufficient distributable reserves to effect the\nDistribution, and that such determination and the related declaration of the Distribution has not been withdrawn;

\n\n\n\n\n

•

receipt of the SpinCo Cash Payment by the applicable member of the Eaton Group;

\n\n\n\n\n

•

Eaton’s receipt of the Eaton Tax Opinions;

\n\n\n\n\n

•

the absence of any order, injunction or decree preventing the Distribution;

\n\n\n\n\n

•

execution of the applicable Transaction Documents by the parties thereto;

\n\n\n\n\n

•

receipt of solvency and surplus opinions with respect to SpinCo, in form and substance reasonably acceptable\nto Dana; and

\n\n\n\n\n

•

satisfaction or waiver of the conditions to the Mergers described below (other than the conditions relating to\nthe Restructuring and Distribution), other than those conditions that, by their nature, are to be satisfied contemporaneously with the Distribution or the Merger.

Dana’s prior written consent is required for Eaton to waive any of these conditions, except that Eaton may waive,\nwithout Dana’s consent: (i) the condition relating to its receipt of the Eaton Tax Opinions, and (ii) the last bullet above, solely to the extent it relates to the additional conditions to the Merger described below that are for the sole\nbenefit of Eaton, SpinCo and Merger Sub. The condition relating to the solvency and surplus opinions is for the benefit of SpinCo and Dana and may not be waived without Dana’s consent under any circumstance. (See “The Transaction\nAgreements—The Separation Agreement—Conditions to the Distribution”)

The Mergers (Page 143)\n

Immediately after the Distribution, pursuant to and in accordance with the terms and conditions of the Merger\nAgreement, Merger Sub will merge with and into Dana whereby the separate corporate existence of Merger Sub will cease and Dana will survive the Merger as a direct wholly owned subsidiary of SpinCo and, immediately following the Merger and as part of\nthe same overall transaction, Dana will merge with and into Second Merger Sub whereby the separate corporate existence of Dana will cease and Second Merger Sub will survive the Second Merger as a direct wholly owned subsidiary of SpinCo. After the\nMergers, SpinCo will continue as a separately traded public company, owning the combined businesses of Dana and SpinCo, with Second Merger Sub as a wholly owned subsidiary of SpinCo.

In the Merger, each share of Dana common stock (except for the Merger Excluded Shares) will be automatically converted into\nthe right to receive SpinCo common stock, as described in “—Calculation of the Merger Consideration.” Following the Merger, the Merger Exchange Agent will distribute to each former Dana stockholder book-entry authorizations\nrepresenting the number of whole shares of SpinCo common stock that such stockholder is entitled to receive in the Merger. The Merger Exchange Agent also will distribute to each former Dana stockholder the net proceeds from the sale of their\nfractional shares of SpinCo common stock, if any. Shares of SpinCo common stock received by Eaton shareholders in the Distribution will not be altered by the Merger. Eaton shareholders that do not participate in the Exchange Offer will retain the\nshares of Eaton Ordinary Shares that they held prior to the Merger.

Conditions to the Mergers

Mutual Conditions

The\nobligations of Eaton, SpinCo, Merger Sub and Dana to consummate the Mergers are subject to the satisfaction of the following conditions:

\n\n\n\n\n

•

the expiration or termination of the waiting period under the HSR Act and the receipt of all other required\nregulatory approvals;

\n\n\n\n\n

•

the consummation of the Restructuring and the Distribution;

\n\n\n\n\n

•

the effectiveness of the SpinCo registration statements and the expiration of the applicable offer or notice\nperiod in connection with the Distribution;

\n\n\n\n\n

•

the approval for listing on the NYSE of the SpinCo common stock to be issued in the Distribution and the\nMerger;

\n\n\n\n\n

•

the approval of the Merger Agreement and the Merger by Dana stockholders will have been obtained, in\naccordance with applicable law and the rules and regulations of the NYSE; and

\n\n\n\n\n

•

the absence of any law (in any jurisdiction where any of Eaton, SpinCo or Dana conducts non de minimis\noperations or owns non de minimis amounts of assets) or governmental order prohibiting the Restructuring, the Distribution or the Merger.

To the extent permitted by applicable law, each of the above conditions may\nbe waived by mutual agreement of Eaton and Dana.

Eaton’s, SpinCo’s and Merger Sub’s Conditions

The obligations of Eaton, SpinCo and Merger Sub to consummate the Mergers are subject to the satisfaction of the following\nadditional conditions, each of which may be waived by Eaton alone (to the extent permitted by applicable law):

\n\n\n\n\n

•

Dana’s performance in all material respects of its obligations and covenants under the Merger Agreement\nthat are required to be performed or complied with at or prior to the Closing;

\n\n\n\n\n

•

the accuracy of Dana’s representations and warranties, subject to specified materiality standards;\n

\n\n\n\n\n

•

Eaton’s receipt of the Eaton Tax Opinions; and

\n\n\n\n\n

•

Dana’s delivery of a customary closing certificate and entry into the applicable Transaction Documents.\n

Dana’s Conditions

The obligation of Dana to consummate the Mergers is subject to the satisfaction of the following additional conditions, each of\nwhich may be waived by Dana alone (to the extent permitted by applicable law):

\n\n\n\n\n

•

Eaton’s, SpinCo’s and Merger Sub’s performance in all material respects of their obligations\nand covenants under the Merger Agreement that are required to be performed or complied with at or prior to the Closing;

\n\n\n\n\n

•

the accuracy of Eaton’s representations and warranties, subject to specified materiality standards;\n

\n\n\n\n\n

•

Dana’s receipt of the Merger Tax Opinion; and

\n\n\n\n\n

•

Eaton’s delivery of a customary closing certificate and entry into the applicable Transaction Documents.\n

Dana will undertake to recirculate and resolicit shareholder approval if the Merger Tax Opinion\ncondition is waived and the change in U.S. federal income tax consequences is material. For more information, see “U.S. Federal Income Tax Considerations of the Mergers—The Mergers.”

See “The Transaction Agreements—The Merger Agreement—Conditions to the Mergers” and “Risk\nFactors—Risks Relating to the Transactions—Certain conditions to the completion of the Transactions may be waived.”

Board of Directors and Executive Officers of the Combined Company Following the Mergers (Page 173)

Following the completion of the Transactions, the Combined Company Board will consist of the Dana Nominees and the Eaton\nNominees. The Merger Agreement provides that the Eaton Nominees must meet the requirements under the rules and regulations of the NYSE to be considered independent directors and must have skills that are complementary to those of the existing Dana\ndirectors, and such Eaton Nominees are subject to Dana’s prior approval, which may not be unreasonably withheld, conditioned or delayed. SpinCo has agreed to nominate the Eaton Nominees to stand for election to the Combined Company Board at\neach annual meeting held through the second annual meeting of the combined company’s stockholders following the Closing Date and to recommend that its stockholders vote in favor of the election of the Eaton Nominees at each such annual\nmeeting. See “The Transaction Agreements—The Merger Agreement—Post-Closing Combined Company Board of Directors and Officers.”

Following the completion of the Transactions, management of the combined\ncompany is expected to include Byron S. Foster as Chief Executive Officer, Timothy R. Kraus as Chief Financial Officer and Douglas H. Liedberg as Chief Legal Officer. Eaton’s Erin Rowse, Senior Vice President Human Resources, Industrial, is\nexpected to serve as Chief Human Resources Officer.

For information about the current directors of Dana who will serve on\nthe Combined Company Board and the executive officers of the combined company following the completion of the Transactions, see “Management.”

Interests of Certain Persons in the Transactions (Page 174)

As of the date of this proxy statement/prospectus, Eaton’s directors and executive officers do not have any financial\ninterests in the Transactions that are different from, or in addition to, the financial interests of Eaton’s shareholders generally. No director of Eaton will receive any severance or other additional compensation as a result of the\nTransactions. However, the Eaton Nominees may have other interests in the Transactions that are different from those of Eaton’s shareholders generally, including interests arising from continued service and the potential to receive\ncompensation and benefits from the combined company following the Transactions. As with all Eaton shareholders, if a director or executive officer of Eaton owns Eaton Ordinary Shares, such person may participate in the Exchange Offer on the same\nterms and conditions as other Eaton shareholders. As of October 15, 2026, Eaton’s directors and executive officers beneficially owned approximately 1.6% of the outstanding Eaton Ordinary Shares. All of SpinCo’s outstanding common\nstock is currently owned directly by Eaton.

Dana’s executive officers and directors hold equity-based awards under\nDana’s stock plans that will be affected by the Merger. Completion of the Mergers may result in a change in control of Dana for purposes of certain compensation and benefits plans and the automatic vesting or conversion of certain Dana equity\nawards. However, certain other payments and benefits generally would become payable only upon a qualifying termination of employment or other applicable triggering event. In considering the recommendation of the Dana board that Dana stockholders\nvote to approve the Merger Proposal, Dana stockholders should be aware that Dana’s directors and executive officers may have financial interests in the Transactions that may be different from, or in addition to, the interests of Dana\nstockholders generally. In addition, by virtue of continuing to serve as directors or executive officers of the combined company following the completion of the Transactions, the Dana Nominees and certain of Dana’s executive officers may have\ninterests in the Transactions that are different from those of Dana’s stockholders generally, including interests arising from continued service and the potential to receive compensation and benefits from the combined company following the\nTransactions. The Dana board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Transactions, in approving the Merger Agreement and the Transactions and in recommending to\nDana stockholders that they vote to approve the Merger Proposal.

See “The Transactions—Interests of\nDana’s Directors and Executive Officers in the Transactions” and “Management.”

Information About\nthe Special Meeting (Page 73)

Under the terms of the Merger Agreement, Dana is required to call a meeting of\nits stockholders for the purpose of voting upon the adoption of the Merger Agreement, as soon as practicable following the date on which the SEC has declared effective this registration statement on Form S-4.\nIn connection with the special meeting of its stockholders, and in order to provide Dana’s stockholders with additional information and to seek approval of this matter, Dana is required to prepare and deliver this proxy statement to its\nstockholders in accordance with applicable law and its organizational documents.

The purposes of the Special Meeting are as follows:

Merger Proposal: to consider and vote upon a proposal to adopt the Merger Agreement; and

Adjournment Proposal: to consider and vote upon a proposal to approve the adjournment of the Special Meeting, if\nnecessary, (a) to solicit additional proxies, if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal, (b) if there are insufficient shares of Dana common stock represented to constitute a quorum\nnecessary to conduct business at the Special Meeting or (c) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures.

Completion of the Merger is conditioned on the approval by Dana stockholders of the Merger Proposal.

Required Vote (See “Information About the Special Meeting—Required Vote”)

\n\n\n\n\n

•

Merger Proposal: Where a quorum is present, the affirmative vote of the holders of a majority of the\noutstanding shares of Dana common stock entitled to vote thereon as of the Record Date is required to approve the Merger Proposal. The Mergers will not occur unless the Merger Proposal is approved.

\n\n\n\n\n

•

Adjournment Proposal: Where a quorum is present, the affirmative vote of the holders of a majority of\nthe voting power of the outstanding shares of Dana common stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon is required to approve the Adjournment Proposal.

Approval of each proposal is not conditioned on the approval of the other proposal.

Voting by Dana Directors and Executive Officers (See “Information About the Special Meeting—Certain\nOwnership of Dana Common Stock”)

As of the close of business on the Record Date, Dana’s directors and\nexecutive officers beneficially owned approximately 1,561,423 shares of Dana common stock, representing, in the aggregate, approximately 1.6% of the shares of Dana common stock outstanding as of such date. Dana currently expects that each of\nits directors and executive officers will vote their shares of Dana common stock in favor of all proposals, although none of them has entered into an agreement requiring them to do so.

No Vote by Eaton Shareholders

No vote of Eaton shareholders is required in connection with the Transactions. Eaton, in its current capacity as the sole\nstockholder of SpinCo, has adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger. SpinCo, in its current capacity as the sole stockholder of Merger Sub, has adopted the Merger Agreement and approved\nthe transactions contemplated thereby, including the Merger. No other vote or action with respect to the stockholders or equity holders of SpinCo, Merger Sub or Second Merger Sub is required in order for SpinCo, Merger Sub or Second Merger Sub to\neffect the Mergers, including no vote of Eaton shareholders who receive shares of SpinCo common stock in the Distribution.

Accounting Treatment of the Mergers (Page 182)

Accounting Standards Codification Topic 805, Business Combinations, or ASC 805, requires the use of the acquisition method of\naccounting for business combinations. In applying the acquisition method, it is necessary to identify the accounting acquirer. In a business combination effected primarily through an exchange of equity\n

\ninterests, such as the Merger, the entity that issues the interests is generally the acquiring entity. However, in identifying the acquiring entity in a combination effected through an exchange\nof equity interests, all pertinent facts and circumstances must be considered, including, but not limited to, the following:

\n\n\n\n\n

•

The composition of the governing body of Dana after the Mergers. Following the Mergers, the Dana board\nwill consist of all of the existing members of the Dana board (eight directors) as well as three directors who will be designated by Eaton and subject to Dana’s approval, which shall not be unreasonably withheld.

\n\n\n\n\n

•

The composition of the senior management of Dana after the Mergers. R. Bruce McDonald, Dana’s\ncurrent executive chairman, shall serve as executive chairman of the combined company following the Mergers. It is expected that the majority of the executive leadership team positions in the combined company will be held by current executives of\nDana, including the chief executive officer and the chief financial officer.

\n\n\n\n\n

•

The relative voting interests in the combined company after the Mergers. Upon the completion of the\nMergers, Eaton shareholders that receive shares of SpinCo common stock in the Distribution will own, in the aggregate, 50.1% of the shares of Dana common stock issued and outstanding immediately after giving effect to the Merger and pre-Merger holders of Dana common stock will own 49.9% of the issued and outstanding shares of Dana common stock, in each case, on a fully diluted basis. In addition, the stockholder bases of both Eaton and Dana are\ndispersed such that no single shareholder, or group of related shareholders, will hold a controlling interest in Dana following the Mergers.

\n\n\n\n\n

•

Relative size of combining entities. Net sales for the year ended December 31, 2025 were $7,500 million\nand $3,140 million for Dana and the Mobility Business, respectively. Dana’s total assets, excluding discontinued operations, were $6,056 million as of June 30, 2026. The Mobility Business’s total assets were $3,830 million as of June 30,\n2026.

After considering all pertinent facts, reviewing the criteria outlined in ASC 805 and conducting\nthe relevant analysis, Dana has concluded that it is the accounting acquirer in the Mergers. Dana’s conclusion is primarily based on the fact that (i) eight of eleven individuals comprising the combined company’s board of directors\nfollowing the Mergers will be selected by Dana; (ii) the current executive chairman, chief executive officer and chief financial officer of Dana are expected to continue in the same capacities for the combined company after the Mergers;\n(iii) Dana’s relative size, on the basis of net sales and total assets, is significantly larger than SpinCo; and (iv) the combined company’s name will remain Dana Incorporated, the ticker symbol will continue to be Dana’s\ncurrent ticker and the headquarters of the combined entity will be Dana’s existing headquarters. The above facts are deemed to outweigh the fact that the pre-Merger holders of shares of Eaton Ordinary\nShares that receive shares of SpinCo common stock in the Merger will in the aggregate own a majority of Dana common stock on a fully diluted basis and associated voting rights after the Mergers. Eaton’s election to distribute the shares of\nSpinCo common stock in an Exchange Offer (including any Clean-Up Spin-Off) or by way of a pro-rata distribution does not impact\nDana’s analysis of the accounting treatment of the Mergers. As a result of the identification of Dana as the accounting acquirer, Dana will record the business combination in its financial statements and will apply the acquisition method to\naccount for the acquired assets and assumed liabilities of the Mobility Business upon consummation of the Mergers. Dana expects to recognize a substantial amount of goodwill and other intangible assets as a result of the business combination.

Regulatory Approvals (Page 183)

\nrequired to be made to consummate the Mergers and the other transactions contemplated by the Merger Agreement; to take all reasonable actions to avoid or eliminate each and every impediment to\nClosing, including obtaining any material consent, authorization, waiver, license, order, waiting period expiration, approval, permit, exemption, or clearance from any third party, which are necessary or advisable to be obtained in order to\nconsummate the Mergers or any of the other transactions contemplated by the Merger Agreement; and to provide notice to each other and lift any restraint, injunction or other legal bar to the Mergers, subject to certain limitations. See “The\nTransaction Agreements—The Merger Agreement—Regulatory Matters and Antitrust Approvals.”

Under the HSR\nAct, the Mergers may not be completed until the parties have filed notification and report forms with the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the United States Federal Trade Commission (“FTC”),\nand the statutory waiting period of 30 calendar days has expired. Dana and Eaton filed the requisite notification and report forms on June 25, 2026, and the HSR Act waiting period expired at 11:59pm, Eastern Time, on July 27, 2026. The\nexpiration or earlier termination of any HSR Act waiting period would not preclude the DOJ or the FTC from challenging the Mergers on antitrust grounds or from seeking to preliminarily or permanently enjoin the Mergers. Neither Dana nor Eaton\nbelieves that the Mergers will violate federal antitrust laws, but there can be no guarantee that the DOJ or the FTC will not take a different position. If the Mergers are not completed within twelve (12) months after the expiration or earlier\ntermination of the applicable HSR Act waiting period, Dana and Eaton will be required to submit new information to the DOJ and the FTC, and a new HSR Act waiting period will have to expire or be earlier terminated before the Mergers could be\ncompleted. In addition to clearance under the HSR Act, the Mergers are subject to approvals or the expiration of waiting periods under applicable competition laws in Argentina, Brazil, Canada, China, Colombia, the European Union, Mexico, Morocco and\nUkraine, and under applicable foreign investment laws in France and Italy. The United Kingdom will be deemed a relevant antitrust jurisdiction in the event that, prior to the Closing, the Competition and Markets Authority, following the submission\nof a briefing paper, requests that the parties submit a merger notice under the Enterprise Act 2002 or opens a merger investigation. The required filings in each applicable jurisdiction were submitted prior to or on July 17, 2026.

Notwithstanding the expiration of the waiting period under the HSR Act or the receipt of approvals in other jurisdictions,\nantitrust or competition authorities could take such action under applicable antitrust or competition laws at any time before or after the consummation of the Mergers as each deems necessary or desirable in the public interest, including seeking to\nenjoin the consummation of the Mergers.

Debt Financing Arrangements (Page 220)

In connection with the entry into the Merger Agreement and the Separation Agreement, SpinCo and Dana entered into the Bridge\nCommitment Letter with the Bridge Commitment Parties pursuant to which the Bridge Commitment Parties committed to provide the Bridge Facility in an initial aggregate principal amount of up to $2.6 billion, subject to the terms and conditions of\nthe Bridge Commitment Letter. Subsequently, SpinCo and Dana entered into the Engagement and Commitment Letter, pursuant to which certain financial institutions committed to provide the Term A Facility in an aggregate principal amount of up to\n$350 million, subject to the terms and conditions of the Engagement and Commitment Letter. The commitments under the Bridge Facility were reduced by $350 million simultaneously with the execution of the Engagement and Commitment Letter\npursuant to the terms of the Bridge Commitment Letter. It is expected that, if necessary, the proceeds of the Bridge Facility, to the extent not reduced or replaced by any Additional Permanent Financing, will be available in up to two drawings: one\nto fund the SpinCo Cash Payment and one to complete the Dana Refinancing. To the extent any portion of the Bridge Facility is undrawn after the Dana Refinancing or if the Merger has not been consummated within five business days of the Distribution\nDate, the commitments with respect to such portion will automatically terminate; provided that if the Merger has been consummated but the Dana Refinancing has not been consummated, the commitments with respect to the Dana Refinancing shall not\nautomatically terminate until the date on which the Dana Refinancing is consummated, which date shall not exceed the earlier of

\n(a) ninety days following the consummation of the Merger and (b) 11:59 p.m., New York City time, on the date that is fifteen months, plus five business days after June 10, 2026. SpinCo\nand Dana expect to incur Additional Permanent Financing. The Additional Permanent Financing would further reduce the commitments under the Bridge Facility. The aggregate proceeds of the Bridge Facility, the Term A Facility and any Additional\nPermanent Financing will be used by SpinCo and Dana to fund the SpinCo Cash Payment, consummate the Dana Refinancing, refinance or replace the Bridge Facility and/or pay fees and expenses related to the Transactions.

U.S. Federal Income Tax Considerations of the Mergers (Page 239)

The consummation of the Mergers is conditioned upon, among other things, Dana’s receipt of the Merger Tax Opinion from\nDana Tax Counsel to the effect that the Merger and the Second Merger, taken together, will be treated as a single integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. On the\nbasis that the Mergers so qualify, in general, for U.S. federal income tax purposes, no gain or loss will be recognized by, and no amount will be included in the income of, U.S. holders of Dana common stock upon the receipt of shares of SpinCo\ncommon stock in the Merger, except for any gain or loss recognized with respect to cash received in lieu of a fractional share of SpinCo common stock.

Tax matters are complicated and the tax consequences of the Mergers and related transactions to holders of Dana common stock\nwill depend on the facts of each holder’s own situation. U.S. holders should read the summary in “U.S. Federal Income Tax Considerations of the Mergers” and consult their own tax advisor for a full understanding of the tax\nconsequences to them of the Mergers and certain related transactions.

Material Irish Tax Consequences of the Mergers\n(Page 242)

The material Irish tax consequences of the Mergers are described in detail under “Material\nIrish Tax Consequences of the Mergers.”

Opinion of Dana’s Financial Advisor (Page 153)

Goldman Sachs & Co. LLC (“Goldman Sachs”) delivered its opinion to the Dana board that, as of\nJune 10, 2026, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the Merger Exchange Ratio was fair, from a financial point of view, to the holders (other than Eaton and its affiliates)\nof shares of Dana common stock.

The full text of the written opinion of Goldman Sachs, dated June 10, 2026, which\nsets forth assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with Goldman Sachs’ opinion, is attached as Annex C to this proxy statement/prospectus. The summary of\nGoldman Sachs’ opinion contained in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs provided advisory services and its opinion for the\ninformation and assistance of the Dana board in connection with its consideration of the Transactions. Goldman Sachs’ opinion is not a recommendation as to how any holder of Dana common stock should vote with respect to the Transactions or any\nother matter.

Pursuant to an engagement letter between Dana and Goldman Sachs, Dana has agreed to pay Goldman Sachs a\ntransaction fee of $45 million, all of which is contingent upon consummation of the Transactions.

Summary Risk Factors\n(Page 36)

There are a number of risks that Eaton shareholders and Dana stockholders should consider in\nconnection with the Transactions. These risks are discussed more fully in “Risk Factors.” Any of these risks could materially

\nadversely affect the business, financial condition and results of operations of Dana, the Mobility Business or the combined company and the actual outcome of matters as to which forward-looking\nstatements are made in this proxy statement/prospectus. These risks include, but are not limited to, the following:

\n\n\n\n\n

•

The Transactions may not be completed on the terms or timeline currently contemplated, or at all, and the\nfailure to complete the Transactions could adversely impact the market price of Dana common stock and Eaton Ordinary Shares, as well as their respective businesses and operating results.

\n\n\n\n\n

•

SpinCo and Dana intend to obtain permanent debt financing to replace the bridge financing in connection with\nthe Transactions, and there can be no assurance that such permanent financing will be available on acceptable terms or at all.

\n\n\n\n\n

•

Dana and the Mobility Business are required to abide by potentially significant restrictions under the Merger\nAgreement, which could limit their ability to undertake certain corporate actions that otherwise could be advantageous prior to the completion of the Transactions.

\n\n\n\n\n

•

The pendency of the Mergers could have an adverse effect on Dana’s stock price and the business,\nfinancial condition, results of operations or business prospects of Dana or the Mobility Business.

\n\n\n\n\n

•

Dana and the Mobility Business may have difficulty attracting, motivating and retaining executives and other\nemployees in light of the Transactions.

\n\n\n\n\n

•

Dana and Eaton will incur significant costs related to the Transactions that could have a material adverse\neffect on their respective liquidity, cash flows and operating results.

\n\n\n\n\n

•

Dana’s share repurchases prior to the Closing will result in an increase in the SpinCo Cash Payment\npayable to certain members of the Eaton Group (excluding Eaton), increasing the indebtedness of the combined company, and there can be no assurance that market conditions will allow Dana to complete its anticipated repurchases consistent with its\ncurrent intentions or at all.

\n\n\n\n\n

•

The Transactions could discourage other companies from trying to acquire Dana before, or the combined company\nfor a period of time following, completion of the Transactions.

\n\n\n\n\n

•

If the Mergers do not qualify as a reorganization under Section 368(a) of the Code, Dana stockholders may\nbe required to pay substantial U.S. federal income taxes.

\n\n\n\n\n

•

Certain conditions to the completion of the Transactions may be waived.

\n\n\n\n\n

•

Some of Dana’s directors and executive officers have interests in seeing the Transactions completed that\nmay be different from, or in addition to, those of other Dana stockholders and Eaton shareholders.

\n\n\n\n\n

•

If the Transactions are completed, the combined company may not realize the anticipated financial and other\nbenefits, including growth opportunities, expected from the Transactions.

\n\n\n\n\n

•

The integration of the Mobility Business with Dana following the Transactions, as well as any future\nacquisitions or strategic investments, may present significant challenges, and the failure to successfully integrate businesses could have a material adverse effect on our business, financial condition or results of operations.\n

\n\n\n\n\n

•

The combined company may incur additional costs and charges as a result of restructuring activities related to\nits manufacturing operations and supply chain as well as in order to streamline ancillary business functions that are intended to reduce ongoing costs, and those restructuring activities also may be disruptive to the combined company’s\nbusiness and may not result in anticipated cost savings.

\n\n\n\n\n

•

The combined company is subject to risks associated with the indemnification provisions of the Separation\nAgreement, pursuant to which Eaton HoldCo and Eaton Ohio are required, on a joint and several basis, to indemnify the combined company for certain of its pre-Distribution asbestos-related liabilities (if any).

\n\n\n\n\n

•

Although Eaton has agreed to retain, and certain of its subsidiaries have agreed to indemnify the combined\ncompany for, asbestos-related liabilities, the combined company could still be subject to liability for these matters, and that indemnity may not fully protect the combined company.

\n\n\n\n\n

•

SpinCo will be responsible for all SpinCo Liabilities (as defined in the Separation Agreement) following the\ncompletion of the Transactions, and the SpinCo Assets (as defined in the Separation Agreement) are being conveyed to the combined company on an “as is,” “where is” and “with all faults” basis.\n

\n\n\n\n\n

•

Following consummation of the Transactions, SpinCo and Dana will each be required to abide by potentially\nsignificant restrictions that could limit the combined company’s ability to undertake certain corporate actions (such as the issuance and/or repurchase of SpinCo common stock or the undertaking of certain business combinations) that otherwise\ncould be advantageous.

\n\n\n\n\n

•

The combined company’s financial performance is directly affected by global vehicle production volumes\nand demand in the passenger and commercial vehicle markets it serves, which are cyclical and influenced by macroeconomic, industry and customer-specific factors beyond its control.

\n\n\n\n\n

•

A significant portion of the combined company’s net sales is derived from large OEM customers, and the\nloss of, or a substantial reduction in business from, any of these customers could materially adversely affect its financial condition, results of operations and cash flows.

\n\n\n\n\n

•

The combined company’s business depends on winning and successfully executing platform awards and\nprogram nominations, and its failure to win or maintain such awards could materially adversely affect its future net sales and profitability.

\n\n\n\n\n

•

The combined company is subject to ongoing pricing pressure and annual productivity requirements from OEM\ncustomers, which may reduce its net sales and its margins and adversely affect its profitability.

\n\n\n\n\n

•

The adoption of electrified vehicle architectures and evolving propulsion technologies may adversely affect\ndemand for certain of the combined company’s products and requires substantial investment that may not generate expected returns.

\n\n\n\n\n

•

The combined company’s products are subject to quality, performance and safety expectations, and any\nfailure to meet these expectations could result in recalls, warranty claims, indemnification obligations and reputational damage.

\n\n\n\n\n

•

Failure to appropriately anticipate and react to the cyclical and volatile nature of production rates and\ncustomer demands in the combined company’s business can adversely impact its results of operations.

\n\n\n\n\n

•

Because the combined company’s manufacturing operations involve significant fixed costs and specialized\nequipment, reductions in production volumes may disproportionately affect profitability.

\n\n\n\n\n

•

The combined company may be negatively impacted if Dana is unable to provide benefits and services, or access\nto equivalent financial strength and resources, to the Mobility Business that historically have been provided by Eaton.

\n\n\n\n\n

•

The historical financial information of SpinCo may not be representative of its results if it had been\noperated as a standalone business or as part of the combined company, and as a result, may not be a reliable indicator of our future results.

\n\n\n\n\n

•

A significant portion of the combined company’s net sales and earnings are derived from its aftermarket\nbusiness, and competitive, structural and technological developments affecting the aftermarket, or the combined company’s failure to execute our aftermarket growth strategy, could materially adversely affect its business and results of\noperations.

\n\n\n\n\n

•

The combined company’s operations are subject to risks associated with raw material and component\navailability and cost volatility, including exposure to metals and components critical to its products, costs of labor, transportation and energy.

\n\n\n\n\n

•

The combined company operates globally and is exposed to risks associated with international operations,\nincluding foreign currency fluctuations, changes in statutory tax rates and laws, trade policies, political instability and changing regulatory environments and unanticipated outcomes with respect to tax audits that could adversely affect the\ncombined company’s business, profitability and reputation.

Comparison of Market Prices

Eaton Ordinary Shares currently trade on the NYSE under the symbol “ETN.” Shares of Dana common stock currently\ntrade on the NYSE under the symbol “DAN.” The following table sets forth the closing price per Eaton Ordinary Share and Dana common stock as reported on the NYSE, as of June 10, 2026, the last trading day prior to the public\nannouncement of the Transactions. Market price data for SpinCo common stock has not been presented because SpinCo is a wholly owned subsidiary of Eaton, and shares of SpinCo common stock do not trade separately from shares of Eaton Ordinary Shares.\nFor current price information, you are urged to consult publicly available sources.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	June 10, 2026
Closing Sale Price Per Eaton Ordinary Share	$	375.46
Closing Sale Price Per Share of Dana Common Stock	$	35.47

RISK FACTORS

You should carefully consider the following risk factors, together with the other information contained or incorporated by\nreference in this proxy statement/prospectus and the exhibits hereto. In addition, you should consider the risks associated with Dana and its business included in Dana’s Annual Report on Form 10-K for\nthe fiscal year ended December 31, 2025, which is incorporated by reference in this proxy statement/prospectus. See “Where You Can Find Additional Information; Incorporation by Reference” for more information about the documents\nincorporated by reference in this proxy statement/prospectus. For a discussion of additional uncertainties associated with forward-looking statements in this proxy statement/prospectus, please see “Cautionary Statement Regarding\nForward-Looking Statements.”

Any of the following risks could materially adversely affect the business,\nfinancial condition and results of operations of Dana, the Mobility Business or the combined company and the actual outcome of matters as to which forward-looking statements are made in this proxy statement/prospectus. In such case, the market price\nof SpinCo common stock could decline, and you could lose all or part of your investment. The risks described below are not the only risks that SpinCo and the Mobility Business currently face or that the combined company will face after the\ncompletion of the Transactions. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially adversely affect the business, financial condition and results of operations of SpinCo\n(including the Mobility Business) or the market price of SpinCo common stock in the future. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in\nfuture periods.

Risks Relating to the Transactions

The Transactions may not be completed on the terms or timeline currently contemplated, or at all, and the failure to complete the\nTransactions could adversely impact the market price of Dana common stock and Eaton Ordinary Shares, as well as their respective businesses and operating results.

The consummation of the Transactions is subject to certain conditions, as described in this proxy statement/prospectus,\nincluding: (a) the consummation of the Restructuring, the Distribution and related transactions having taken place in accordance with the Separation Agreement; (b) the effectiveness of SpinCo’s registration statements, including this\nregistration statement on Form S-4 and the registration statement registering the shares of SpinCo common stock to be issued to Dana’s stockholders pursuant to the terms of the Merger Agreement;\n(c) the approval for listing on the NYSE of the shares of SpinCo common stock to be distributed pursuant to the Distribution and issued pursuant to the Merger; (d) the adoption of the Merger Agreement and approval of the Merger by the\nrequisite vote of Dana’s stockholders; (e) the expiration or termination of any applicable waiting period under the HSR Act and obtaining all other requisite regulatory approvals; (f) receipt by Eaton of the Eaton Tax Opinions;\n(g) receipt by Dana of the Merger Tax Opinion; (h) the absence of any law (in any jurisdiction where any of Eaton, SpinCo or Dana conducts non de minimis operations or owns non de minimis amounts of assets) or order restraining, enjoining\nor otherwise prohibiting the consummation of the Restructuring, the Distribution or the Mergers; and (i) the accuracy of representations and warranties and compliance with covenants, subject to certain customary exceptions and qualifications.\nSee “The Transaction Agreements—The Merger Agreement—Conditions to the Mergers” and “The Transaction Agreements—The Separation Agreement—Conditions to the Distribution.” There is no assurance that\nthese conditions will be met or that the Transactions will be completed on the terms or timeline currently contemplated, or at all.

If the Transactions are not completed for any reason, the price of Dana common stock and Eaton Ordinary Shares may decline.\nDana and Eaton also could experience negative reactions from employees, customers, suppliers or other third parties if the Transactions are not completed. In addition, the resources and time of each company’s respective management teams may\nhave been spent on matters related to the Transactions that could otherwise have been committed to pursuing other opportunities that may have been beneficial to Dana stockholders or Eaton shareholders.

Dana and Eaton have expended and will continue to expend significant\nmanagement time and resources and have incurred and will continue to incur significant expenses related to the Transactions, including legal, advisory, printing and financial services fees related to the Transactions. Certain of these expenses must\nbe paid regardless of whether the Transactions are consummated. Even if the Transactions are completed, any delay in the completion of the Transactions could diminish the anticipated benefits of the Transactions or result in additional transaction\nexpenses, loss of revenue or other effects associated with uncertainty about the Transactions. If the Transactions are not consummated because the Merger Agreement is terminated, Dana may be required under certain circumstances to pay Eaton a\ntermination fee of $158.7 million or may be required to reimburse Eaton for certain expenses. Eaton is not required to pay a termination fee under the Merger Agreement. See “The Transaction Agreements—The Merger\nAgreement—Termination.”

SpinCo and Dana intend to obtain permanent debt financing to replace the bridge financing in\nconnection with the Transactions, and there can be no assurance that such permanent financing will be available on acceptable terms or at all.

In connection with the Transactions, SpinCo and Dana intend to obtain debt financing to fund the SpinCo Cash Payment and the\nDana Refinancing and pay fees and expenses related to the Transactions. SpinCo and Dana have entered into the Bridge Commitment Letter with the Bridge Commitment Parties, pursuant to which the Bridge Commitment Parties have committed to provide debt\nfinancing in the amounts set forth therein. The obligations of the Bridge Commitment Parties under the Bridge Commitment Letter are subject to the satisfaction or waiver of customary conditions. There can be no assurance that these conditions will\nbe satisfied or, if not satisfied, waived by the Bridge Commitment Parties.

In addition, SpinCo and Dana expect to reduce\nor replace commitments under the Bridge Commitment Letter by incurring permanent financing, which may include one or more term loan facilities and/or senior notes issuances. There can be no assurance as to whether or when such permanent financing\nwill be consummated or the terms thereof. Furthermore, increased volatility and disruptions in the U.S. and global financial markets may make it more difficult for SpinCo and/or Dana to obtain financing or increase the cost of obtaining financing.\nIf SpinCo and Dana are not able to obtain such permanent financing on commercially reasonable terms, or at all, it could materially adversely affect the combined company’s business, financial condition and results of operations even if the\nTransactions are ultimately completed.

Dana and the Mobility Business are required to abide by potentially significant restrictions\nunder the Merger Agreement, which could limit their ability to undertake certain corporate actions that otherwise could be advantageous prior to the completion of the Transactions.

The Merger Agreement restricts Dana from taking specified actions without Eaton’s prior written consent until the\nTransactions are completed or the Merger Agreement is terminated, including making certain acquisitions or investments, incurring certain indebtedness entering into certain new, or modifying certain existing material contracts, divesting certain\nassets and making certain changes to employee compensation and benefit plans (in each case, with such carveouts and exceptions to the restrictions as set forth in the Merger Agreement). Similarly, Eaton is restricted from taking similar specified\nactions with respect to the Mobility Business without Dana’s prior written consent. These restrictions and others, which are more fully described in “The Merger Agreement—Conduct of Business Pending the Mergers,” could affect\nDana’s or the Mobility Business’ ability to execute their business strategies and attain their financial and other goals and could impact the business, financial condition and results of operations of Dana or the Mobility Business.

The pendency of the Mergers could have an adverse effect on Dana’s stock price and the business, financial condition, results of\noperations or business prospects of Dana or the Mobility Business.

The announcement and pendency of the Mergers\ncould disrupt Dana’s business and the Mobility Business in negative ways. For example, customers and other third-party business partners of Dana or the Mobility Business

\ncould seek to terminate or renegotiate their relationships with Dana or the Mobility Business as a result of the Mergers, whether pursuant to the terms of their existing agreements or otherwise.\nIn addition, current and prospective employees of Dana and the Mobility Business may experience uncertainty regarding their future roles with the combined company, which might adversely affect Dana’s or SpinCo’s ability to retain,\nrecruit and motivate key personnel. Should they occur, any of these events could adversely affect Dana’s stock price or adversely affect the business, financial condition, results of operations or business prospects of Dana or the Mobility\nBusiness.

Dana and the Mobility Business may have difficulty attracting, motivating and retaining executives and other employees in\nlight of the Transactions.

Uncertainty about the effect of the Transactions on current Dana employees and/or\nemployees of the Mobility Business may have an adverse effect on Dana and the Mobility Business. This uncertainty may impair Dana’s and the Mobility Business’ ability to attract, retain and motivate personnel. Employee retention may be\nparticularly challenging during the pendency of the Transactions, as employees may feel uncertain about their future roles with the combined company after the consummation of the Transactions. If large numbers of employees or a concentration of\ncritical employees of Dana or the Mobility Business depart because of issues relating to the uncertainty or perceived difficulties of integration or a desire not to become employees of the combined company after the Transactions, the combined\ncompany’s ability to realize the anticipated benefits of the Transactions could be materially adversely affected.

Dana and\nEaton will incur significant costs related to the Transactions that could have a material adverse effect on their respective liquidity, cash flows and operating results.

Dana and Eaton expect to incur significant one-time costs in connection with the\nTransactions. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Dana and Eaton whether or not the Transactions are completed. A substantial majority of these\none-time costs will be transaction-related fees and expenses and include, among others, fees paid to financial, legal and accounting and other professional advisors and transition and pre-Merger integration planning-related expenses. While Dana and Eaton expect to be able to fund these one-time costs using cash from operations and/or borrowings under\nexisting and anticipated credit sources, these costs could negatively impact their respective liquidity, cash flows and results of operations.

Dana’s share repurchases prior to the Closing will result in an increase to the SpinCo Cash Payment payable to certain members of\nthe Eaton Group (excluding Eaton), increasing the indebtedness of the combined company, and there can be no assurance that market conditions will allow Dana to complete its anticipated repurchases consistent with its current intentions or at all.\n

Under the Share Buyback Side Letter to account for Dana’s share repurchases prior to the Closing, the SpinCo\nCash Payment will be increased by an amount equal to the aggregate purchase price paid by Dana for all shares of Dana common stock repurchased from July 27, 2026, through the date immediately preceding the Closing Date, multiplied by 100.4008016%.\nBased on Dana’s current expectations to repurchase approximately $300.0 million of Dana common stock prior to the Closing, such repurchases could result in approximately $301.2 million increase to the SpinCo Cash Payment payable to certain\nmembers of the Eaton Group (excluding Eaton), which will be funded through additional SpinCo Debt. This additional indebtedness could limit the combined company’s financial flexibility, reduce the funds available for operations, capital\nexpenditures, acquisitions and other corporate purposes, and increase the combined company’s vulnerability to adverse economic and industry conditions. In addition, the actual number of shares repurchased and the aggregate cost thereof will\ndepend on market conditions, including the prevailing market price of Dana common stock, and there can be no assurance that Dana will be able to complete its anticipated repurchases on terms consistent with its current expectations, or at all. To\nthe extent Dana repurchases fewer or more shares than currently anticipated, or at prices that differ from current expectations, the aggregate SpinCo Cash Payment and the resulting indebtedness of the combined company will be correspondingly\nadjusted. The Dana board and Dana management continue to evaluate, in consultation with their advisors, the possibility of additional share repurchases, including

\nfollowing the Closing, subject to applicable legal requirements and contractual limitations, including any restrictions in connection with the rules governing the intended\ntax-free treatment of the Separation.

The Transactions could discourage other companies from trying to acquire Dana before, or the\ncombined company for a period of time following, completion of the Transactions.

Certain provisions in the Merger\nAgreement could discourage a third party from submitting an alternative transaction proposal prior to the completion of the Transactions. The Merger Agreement generally prohibits Dana from soliciting or engaging in discussions with respect to any\nCompeting Proposal (as defined below) during the pendency of the Mergers, and Dana must hold its stockholder meeting to vote on the Merger Proposal even if an unsolicited Competing Proposal is received that the Dana board determines is superior\n(unless, in such an event, Dana or Eaton exercise their right to terminate the Merger Agreement, which, in the case of Dana, must be concurrent with Dana’s entry into a definitive written agreement with respect to a superior Competing\nProposal). In addition, the Merger Agreement obligates Dana to pay Eaton a termination fee of $158.7 million in certain circumstances involving alternative acquisition proposals, which could deter third parties from proposing alternative\nacquisition proposals, including proposals that could result in greater value to Dana stockholders than the Transactions, and the payment of the termination fee could adversely affect Dana’s financial condition. In addition, certain provisions\nof the Tax Matters Agreement, which are intended to preserve the intended tax treatment of certain aspects of the Separation and the Distribution for U.S. federal income tax purposes, could discourage acquisition proposals for a period of time\nfollowing the Transactions. Because the combined company will be a significantly larger company and have significantly more shares of common stock outstanding after the consummation of the Transactions, an acquisition of the combined company could\nbecome more expensive. As a result, some companies might not seek to acquire the combined company.

If the Mergers are not completed\nby the Outside Date, Eaton or Dana may terminate the Merger Agreement.

Either Eaton or Dana may terminate the\nMerger Agreement if the Closing has not occurred on or prior to June 10, 2027 (subject to a three-month extension in connection with outstanding regulatory approvals or completion of the Distribution). Such termination right is not available to\na party whose breach was the primary cause of the failure to close. If either party terminates the Merger Agreement, this could result in a material adverse impact on the results of operations of Dana or Eaton. See “The Transaction\nAgreements—The Merger Agreement—Termination.”

If the Mergers do not qualify as a reorganization under\nSection 368(a) of the Code, Dana stockholders may be required to pay substantial U.S. federal income taxes.

The consummation of the Mergers is conditioned upon, among other things, Dana’s receipt of the Merger Tax Opinion from\nDana Tax Counsel to the effect that the Merger and the Second Merger, taken together, will be treated as a single integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. The\nMerger Tax Opinion will be based on, among other things, current law and certain representations and assumptions as to factual matters made by Eaton, SpinCo and Dana. Any change in currently applicable law, which may be retroactive, or the failure\nof any representation or assumption to be true, correct and complete in all material respects, could adversely affect the conclusions reached in the Merger Tax Opinion. The Merger Tax Opinion will represent the judgment of Dana Tax Counsel and will\nnot be binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions reached in such opinion.

In general, if the Mergers were determined not to qualify as a “reorganization” within the meaning of\nSection 368(a) of the Code, for U.S. federal income tax purposes, each U.S. holder (as defined in the section entitled “U.S. Federal Income Tax Consequences of the Mergers”) of Dana common stock who receives shares of SpinCo common\nstock in the Merger would generally be treated as recognizing taxable gain or loss equal to the difference between the fair market value of the shares of SpinCo common stock received by such U.S. holder in the Merger and its tax basis in the Dana\ncommon stock exchanged therefor.

For more information, see the section entitled “U.S. Federal Income\nTax Consequences of the Mergers.”

Certain conditions to the completion of the Transactions may be waived.

The obligations of Eaton and Dana to complete the Distribution and the Mergers are subject to a number of conditions, certain\nof which may be waived, in whole or in part, to the extent permitted by applicable law and the terms of the Separation Agreement and the Merger Agreement. Notably, Eaton’s obligation to complete the Distribution is conditioned on its receipt\nof the Eaton Tax Opinions and Dana’s receipt or waiver of the Merger Tax Opinion pursuant to the Merger Agreement and the Second Letter Agreement, Eaton’s obligation to complete the Mergers is conditioned on its receipt of the Eaton Tax\nOpinions, and Dana’s obligation to complete the Mergers is conditioned on its receipt of the Merger Tax Opinion. To complete the Distribution, Eaton may waive its receipt of the Eaton Tax Opinions and Dana’s receipt of the Merger Tax\nOpinion pursuant to the Merger Agreement, and to complete the Mergers, Eaton may waive its receipt of the Eaton Tax Opinions and Dana may waive its receipt of the Merger Tax Opinion, in each case, without the consent of the other party and proceed\nto close the Transactions on that basis.

If Eaton or Dana were to waive the conditions for receipt of the Eaton Tax\nOpinions or the Merger Tax Opinion, as applicable, or if any other closing condition were waived, and the Transactions were consummated on that basis, Dana stockholders or Eaton shareholders, as applicable, could be adversely affected, including as\na result of the Restructuring, the Distribution or the Mergers being taxable, in whole or in part, to Eaton, certain Eaton subsidiaries, Eaton shareholders or Dana stockholders. Depending on the facts and circumstances giving rise to any such\nwaiver, including the significance of the waived condition, Dana may be required under applicable law to recirculate this proxy statement/prospectus and resolicit the approval of Dana stockholders prior to completing the Mergers, which could delay\nor jeopardize completion of the Transactions. There can be no assurance that Eaton or Dana will not waive one or more conditions to the Transactions, or that any such waiver will not adversely affect Dana stockholders or Eaton shareholders.

Some of Dana’s directors and executive officers have interests in seeing the Transactions completed that may be different from, or\nin addition to, those of other Dana stockholders and Eaton shareholders.

You should be aware that certain of\nDana’s directors and executive officers have financial interests in the Transactions that may be different from, or in addition to, the interests of Dana’s stockholders and Eaton shareholders generally. These interests include, among\nothers, the treatment of equity compensation awards held by Dana’s directors and executive officers in the Mergers, the right of certain individuals to continue as directors or officers of the combined company following the Mergers, potential\nseverance and change-of-control benefits and the provision by the combined company of continued indemnification and directors’ and officers’ liability\ninsurance for Dana’s and Eaton’s directors and officers. The members of the Dana board were aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Transactions, including\nthe Mergers, and in recommending to Dana’s stockholders that they vote to adopt the Merger Agreement.

For a\ndescription and quantification of the benefits that Dana’s executive officers and directors may receive as a result of these interests, see “The Transactions—Interests of Dana’s Directors and Executive Officers in the\nTransactions.”

The opinion of Dana’s financial advisor will not reflect changes in circumstances between the date of delivery of such\nopinion and completion of the Mergers and will not address the fairness of the Merger Exchange Ratio from a financial point of view at the time the Transactions are completed.

Dana obtained an opinion from its financial advisor, Goldman Sachs, in connection with the signing of the Merger Agreement and\ndoes not anticipate asking Goldman Sachs to update its opinion prior to completion of the Transactions. Changes in the operations and prospects of Dana or the Mobility Business, general market and economic conditions, changes in applicable law and\nother factors that may be beyond the control of Dana,

\nSpinCo or Eaton may significantly alter the value of Dana or the Mobility Business or the market price of Dana common stock or SpinCo common stock by the time the Transactions are completed.

The calculation of the number of shares of SpinCo common stock to be issued in the Merger will not be adjusted if there is a change in\nthe value of the Mobility Business or Dana before the Mergers are completed.

The number of shares of SpinCo common\nstock to be issued in the Merger will not be adjusted based on a change in the value of the Mobility Business or its assets or in the value of Dana prior to the closing of the Transactions. Dana stockholders will receive a fixed number of shares of\nSpinCo common stock equal to the Merger Exchange Ratio, subject to certain adjustments, pursuant to the Merger rather than a number of shares with a particular fixed market value. As a result, the actual value of the shares of SpinCo common stock to\nbe received by Dana stockholders in the Merger will depend on the value of the shares of SpinCo common stock at the time of the closing of the Merger, and may be more or less than the current value of the Dana common stock.

The trading prices of Dana common stock may not be an appropriate proxy for the prices of SpinCo common stock.

The calculated per-share value for SpinCo common stock is based on the trading prices\nfor Dana common stock, which may not be an appropriate proxy for the prices of SpinCo common stock. There currently is no trading market for SpinCo common stock. Eaton believes, however, that the trading prices for Dana common stock are an\nappropriate proxy for the trading prices of SpinCo common stock because immediately following the consummation of the Distribution, Merger Sub will be merged with and into Dana, whereby Dana will continue as the surviving corporation and a direct\nwholly owned subsidiary of SpinCo and, immediately following the Merger and as part of the same overall transaction, Dana will be merged with and into Second Merger Sub, whereupon the separate corporate existence of Dana will cease and Second Merger\nSub will survive the Second Merger as a direct wholly owned subsidiary of SpinCo. In the Merger, each outstanding share of Dana common stock will be cancelled and retired and will cease to exist and the holders of shares of Dana common stock will\nreceive the right to receive a number of fully paid and nonassessable shares of SpinCo common stock equal to the Merger Exchange Ratio (together with cash in lieu of any fractional shares). Prior to the Distribution, Eaton will cause the total\nnumber of shares of SpinCo common stock outstanding immediately prior to the Distribution to be that number that results in the Merger Exchange Ratio equaling one. As a result, each share of Dana common stock will be converted into one share of\nSpinCo common stock in the Merger. There can be no assurance, however, that SpinCo common stock after the Mergers will trade on the same basis as Dana common stock trades prior to the Transactions. In addition, it is possible that the trading prices\nof Dana common stock prior to consummation of the Mergers will not fully reflect the anticipated value of SpinCo common stock after the Mergers. For example, trading prices of Dana common stock could reflect some uncertainty as to the timing or\nconsummation of the Mergers or could reflect trading activity by investors seeking to profit from market arbitrage.

Dana\nstockholders will not be entitled to appraisal rights in connection with the Mergers.

Appraisal rights are\nstatutory rights that, if applicable under law, enable shareholders or stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a\njudicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Dana stockholders are not entitled to appraisal rights in connection with the Mergers.

Stockholder litigation could prevent or delay the closing of the Transactions or otherwise negatively impact the business and operations of Dana, Eaton\nor the Mobility Business.

The parties may incur costs in connection with the defense or settlement of any\nstockholder lawsuits filed in connection with the Transactions. Such litigation could have an adverse effect on the business, financial

\ncondition and results of operations of Dana, Eaton or the Mobility Business and could prevent or delay the consummation of the Transactions.

Negative publicity related to the Transactions may adversely affect Dana, Eaton and the combined company.

From time to time, political and public sentiment in connection with the Transactions may result in a significant amount of\nadverse press coverage and other adverse public statements affecting Dana and Eaton prior to the consummation of the Transactions, and affecting the combined company following the consummation of the Transactions. Adverse press coverage and public\nstatements, whether or not driven by political or popular sentiment, may also result in legal claims or in investigations by regulators, legislators and law enforcement officials. Responding to these investigations and lawsuits, regardless of the\nultimate outcome of the proceedings, can divert the time and effort of senior management from operating their businesses. Addressing any adverse publicity, governmental scrutiny or enforcement or other legal proceedings could be time-consuming and\nexpensive and, regardless of the factual basis for the assertions being made, could have a negative impact on the reputation of Dana and Eaton prior to the consummation of the Transactions, and the reputation of the combined company following the\nconsummation of the Transactions, on the morale and performance of their employees and on their relationships with regulators, suppliers and customers. It may also have a negative impact on their ability to take timely advantage of various business\nand market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on Dana’s and Eaton’s respective business, results of operations,\nfinancial condition or cash flows prior to the consummation of the Transactions, and on the combined company’s business, results of operations, financial condition or cash flows following the consummation of the Transactions.

Risks Relating to the Combined Company

Unless otherwise indicated or the context requires otherwise, references in this section to “we”,\n“our” or “us” refer to the combined company of the Mobility Business and Dana following the Transactions.

Risks Relating to the Combined Company in Connection with the Transactions

If the Transactions are completed, we may not realize the\nanticipated financial and other benefits, including growth opportunities, expected from the Transactions.

We\nexpect that, following consummation of the Transactions, we will realize synergies, growth opportunities and other financial and operating benefits as a result of the Transactions. Our success in realizing these benefits, and the timing of their\nrealization, depends, among other things, on the successful integration of the business operations of the Mobility Business with Dana. Even if we are able to integrate the Mobility Business with Dana successfully, we cannot predict with certainty if\nor when these synergies, growth opportunities and other benefits will be realized, or the extent to which they will actually be achieved. For example, the benefits from the Transactions may be offset by costs incurred in integrating the Mobility\nBusiness with Dana or in otherwise consummating the Transactions. Realization of any synergies, growth opportunities or other benefits could be affected by the factors described in other risk factors and a number of factors beyond our control,\nincluding, without limitation, general economic conditions, increased operating costs and regulatory developments.

The integration\nof the Mobility Business with Dana following the Transactions, as well as any future acquisitions or strategic investments, may present significant challenges, and the failure to successfully integrate businesses could have a material adverse effect\non our business, financial condition or results of operations.

Each of Dana and the Mobility Business have\nacquired businesses in the past, and we may complete additional acquisitions and investments in the future that complement or expand our businesses. The success of these transactions depends, in part, on our ability to successfully complete such\ntransactions, integrate acquired businesses with our existing operations and develop satisfactory working arrangements with strategic partners. In

\nparticular, there is a significant degree of difficulty inherent in the process of integrating the Mobility Business with Dana following the Transactions. These difficulties include:

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the integration of the Mobility Business with Dana’s current businesses while carrying on the ongoing\noperations of all businesses;

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the risk of lost sales, customers or business opportunities as a result of customers of Dana or the Mobility\nBusiness deciding not to do business with the combined company;

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managing a significantly larger and more complex company than before the consummation of the Transactions,\nincluding aligning and executing the strategy of the combined company;

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integrating the business cultures, personnel and workforces of each of the Mobility Business and Dana, which\ncould prove to be incompatible, while maintaining focus on providing consistent, high-quality products and services to customers;

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creating uniform standards, controls, procedures, policies, compensation structures and information systems\nand controlling the costs associated with such matters;

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the ability to ensure the effectiveness of internal control over financial reporting across the combined\ncompany;

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integrating certain manufacturing, logistics, information technology, communications, purchasing, accounting,\nfinance, sales, billing, human resources, payroll and regulatory compliance systems;

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performance shortfalls as a result of the diversion of management and employee attention caused by integrating\nthe operations of the Mobility Business with Dana’s operations;

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the risk that the term of any transition services arrangement is insufficient for the combined company to\ndevelop its infrastructure and other business functions or that the combined company is unable to sustain services at the same levels or obtain the same benefits available under such arrangements;

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the potential difficulty in retaining key officers and personnel of Dana and the Mobility Business and hiring\nreplacements with adequate technical expertise; and

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potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the\nTransactions.

The process of integrating operations could result in significant costs and cause an\ninterruption of, or loss of momentum in, the activities of the Mobility Business, Dana’s business or any business we may acquire in the future. Members of our senior management may be required to devote considerable amounts of time to\nintegration processes, which could decrease the time they will have to manage our business, serve the existing business or operations of Dana or the Mobility Business or develop new products or strategies. We could encounter unexpected difficulties\nin completing transactions and integrating acquired businesses with our existing operations, including diversion of management attention, difficulties in achieving anticipated cost savings or revenue enhancements, loss of key employees of the\nacquired business and assumption of unknown liabilities. If our senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of integration, the existing business\nof Dana, the Mobility Business or any acquired business could be materially adversely affected.

The successful\nintegration of the Mobility Business and Dana, as well as any businesses we may acquire in the future, cannot be assured. The failure to do so could have a material adverse effect on our business, financial condition or results of operations after\nthe Transactions.

We may incur additional costs and charges as a result of restructuring activities related to our manufacturing\noperations and supply chain as well as in order to streamline ancillary business functions that are intended to reduce ongoing costs, and those restructuring activities also may be disruptive to the combined company’s business and may not\nresult in anticipated cost savings.

We expect to undertake various measures with regard to our manufacturing\noperations and supply chain, including, without limitation, site rationalization, plant floor automation, procurement savings and freight

\noptimization. We also expect to streamline ancillary business functions, which may include commercial infrastructure, service and technology functions, inside sales, sales operations, digital\ninfrastructure and central service oversight. We expect to incur additional costs and restructuring charges in connection with the measures described above as well as other cost reduction measures that could adversely affect our future earnings and\ncash flows. Furthermore, such actions may be disruptive to our business. Any prolonged disruption to the operations of the combined company could adversely impact our business, financial condition and results of operations. In addition, we may not\nrealize the cost savings that we expect to realize as a result of such actions. These activities require substantial management time and attention and may divert management from other important work or result in a failure to meet operational\ntargets. Moreover, we could encounter changes to, or delays in executing, any restructuring plans, any of which could cause disruption and additional unanticipated expense.

We will be responsible for all SpinCo Liabilities following the completion of the Transactions, and the SpinCo Assets are being conveyed\nto us on an “as is,” “where is” and “with all faults” basis.

As described in\n“The Transaction Agreements—The Separation Agreement,” in connection with the Separation, we will generally assume and be responsible for any liabilities that arise relating to the ownership, operations or conduct of the Mobility\nBusiness following the Distribution. The Separation Agreement also provides that the SpinCo Assets are being conveyed to us on an “as is,” “where is,” “with all faults” basis. Although Eaton is subject to certain\nindemnification obligations in our favor under the Separation Agreement, these are generally limited to indemnification for certain indemnifiable losses to the extent relating to, arising out of or resulting from any breach by Eaton of any provision\nof the Separation Agreement, liabilities related to Eaton’s retained businesses and specified liabilities of the Mobility Business arising prior to the Distribution. See “The Separation Agreement” for a description of the\nliabilities that SpinCo is assuming in the Transactions.

In addition, although the Merger Agreement contains certain\nrepresentations and warranties about the Mobility Business, the representations and warranties were made only as of the times set forth therein and will not survive the effective time of the Merger. Accordingly, we will have no remedies against\nEaton with respect to any breach of Eaton’s or SpinCo’s representations in the Merger Agreement after the effective time of the Merger, except for certain rights under applicable law to bring a claim for intentional fraud with respect to\nany representation or warranty made in the Merger Agreement. While we expect to enter into a representations and warranties insurance policy in connection with the closing of the Transactions, that policy is subject to an aggregate recovery cap and\nfurther subject to certain exclusions and a deductible, such that we may not fully recover under the policy for losses resulting from a breach of Eaton’s or SpinCo’s representations in the Merger Agreement.

As such, notwithstanding whether any SpinCo liability or any issue with a SpinCo asset is related to a breach of a\nrepresentation or warranty in the Merger Agreement, we will bear full responsibility (vis a vis Eaton) for any and all SpinCo liabilities and any liabilities, contingencies or other losses with respect to SpinCo assets following the completion of\nthe Transactions. To the extent any SpinCo liabilities are larger than anticipated, or any liability, contingency or loss with respect to a SpinCo asset prohibits the Mobility Business from operating as planned, they could have a material adverse\nimpact on our business, financial condition and results of operations.

Although Eaton has agreed to retain, and certain of its\nsubsidiaries have agreed to indemnify us for, asbestos-related liabilities, we could still be subject to liability for these matters, and that indemnity may not fully protect us.

Under the Separation Agreement, liabilities arising out of the manufacture, distribution, handling, use or sale of asbestos or\nasbestos-containing products, or related exposure, prior to the Distribution (including at facilities currently or formerly owned, operated or used by Eaton or SpinCo) are retained by Eaton and will not be assumed by us. The Additional Eaton Parties\n(referred to in the Separation Agreement as the “Eaton Indemnitors”) have agreed to indemnify us, on an uncapped basis, for these retained liabilities. Notwithstanding this contractual allocation and indemnity:

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asbestos-related claims typically involve long latency periods between exposure and the manifestation of\ndisease, and we expect that additional claims relating to conduct or exposure occurring prior to the Distribution may continue to be asserted for years or decades after the Distribution;

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plaintiffs may name us or our subsidiaries as defendants in asbestos-related litigation notwithstanding that\nthe Separation Agreement allocates the related liability to Eaton, including under theories of successor or joint liability, and, if named, we would need to seek indemnification from the Eaton Indemnitors, which may involve significant expense,\ndelay, and the risk of disputes over whether a particular claim falls within the scope of the retained-liability schedules to the Separation Agreement; and

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our indemnification right for these matters runs only against the Eaton Indemnitors, and not against Eaton or\nother members of the Eaton Group; if the Eaton Indemnitors are unwilling or unable to satisfy their indemnification obligations (whether because of financial distress, insolvency, a coverage or scope dispute, or otherwise) we would bear the\nresulting losses, subject only to our right to pursue the Eaton Indemnitors for breach.

If we become\nsubject to material asbestos-related liabilities that we are unable to recover in full and on a timely basis from the Eaton Indemnitors, our business, financial condition, results of operations and cash flows could be materially and adversely\naffected. In addition, the Additional Eaton Parties’ failure to perform their indemnification obligations under the Separation Agreement may have material adverse effects on our business and financial condition, results of operations and cash\nflows, including by requiring us to recognize significant long-term liabilities on our combined balance sheet and/or expend cash to satisfy indemnifiable liabilities. The amount of these liabilities will be dependent on factors outside of our\ncontrol, including Eaton’s direction of claims underlying the indemnifiable liabilities. The indemnification from the Additional Eaton Parties may not be sufficient to fully protect us from all the underlying asbestos-related liabilities or\nother adverse impacts related thereto, which could have a significant negative impact on the calculation of key financial ratios and other metrics that are important to investors, rating agencies and security analysts in evaluating our\ncreditworthiness and the value of our securities. Accordingly, our access to capital to fund our operations may be materially adversely affected and the value of your investment in our company may decline.

Following consummation of the Transactions, SpinCo and Dana will each be required to abide by potentially significant restrictions that\ncould limit the combined company’s ability to undertake certain corporate actions (such as the issuance and/or repurchase of SpinCo common stock or the undertaking of certain business combinations) that otherwise could be advantageous.\n

The Tax Matters Agreement will impose certain restrictions on the combined company during the two-year period following the Distribution, subject to certain exceptions, with respect to actions that could cause the Separation to fail to qualify for its intended tax treatment. As a result of these\nrestrictions, the combined company’s ability to engage in certain transactions, such as the issuance, repurchase, or purchase of stock or certain business combinations, may be limited. SpinCo or Dana may be permitted to engage in certain\nactions otherwise restricted under the Tax Matters Agreement if, prior to taking any such actions, SpinCo or Dana receive a favorable private letter ruling from the IRS or other applicable tax authority or an unqualified will-level tax opinion, in\neach case, in form and substance satisfactory to Eaton in its discretion, unless Eaton waives such requirement.

If the\nSeparation became taxable, Eaton or certain Eaton subsidiaries would be expected to recognize a substantial amount of gain, which would result in a material amount of taxes. If SpinCo or Dana take or omit to take any actions enumerated in the Tax\nMatters Agreement, or if certain events relating to SpinCo occur that would cause the Separation to become taxable, the party whose actions or omissions (or event relating to) caused the Separation to become taxable generally will be required to\nbear the cost of any resulting tax liability of the Eaton Group (but not its shareholders). Such taxes would be expected to be material to the combined company, and could cause its business, financial condition and operating results to suffer. These\nrestrictions may reduce the combined company’s ability to engage in certain business transactions that otherwise might be advantageous to it, which could adversely affect the combined company’s business, results of operations, or\nfinancial condition. For further details relating to SpinCo’s and Dana’s indemnification obligations and restrictions on the combined company, see “Additional Agreements Related to the Separation and the Mergers—Tax Matters\nAgreement.”

We may be negatively impacted if we are unable to provide benefits and services, or\naccess to equivalent financial strength and resources, to the Mobility Business that historically have been provided by Eaton.

The Mobility Business has historically received benefits and services from Eaton and has benefited from Eaton’s financial\nstrength, purchasing power and extensive network of service offerings and broader business relationships. After the Transactions, the Mobility Business will become part of the combined company, and the Mobility Business will no longer benefit from\nEaton’s services or financial strength or have access to Eaton’s purchasing leverage, business relationships or contract terms outside of the Mobility Business. While Eaton has agreed to provide certain transition services to SpinCo for\na period of time following the consummation of the Transactions, it cannot be assured that we will be able to adequately or timely replace or provide resources formerly provided by Eaton, or replace them at the same or lower cost. If we are not able\nto replace the resources provided by Eaton or are unable to replace them without incurring significant additional costs or is delayed in replacing the resources provided by Eaton, our results of operations may be negatively impacted.

Certain contracts, arrangements or rights used in the Mobility Business may require third-party consents, replacement\narrangements or renegotiation in connection with the Separation or the Transactions, and there can be no assurance that such consents will be obtained or that any replacement or renegotiated arrangements will be available on terms as favorable as\nthose historically available to Eaton or the Mobility Business. Any inability to obtain required consents or replacement arrangements, or any material worsening of contract terms, could increase costs, reduce revenues or otherwise adversely affect\nour business, financial condition and results of operations.

The historical financial information of SpinCo may not be\nrepresentative of its results if it had been operated as a standalone business or as part of the combined company, and as a result, may not be a reliable indicator of our future results.

The Mobility Business is currently operated through various subsidiaries of Eaton, many of which also operate other businesses\nof Eaton and will not be transferred to SpinCo in connection with the Transactions. Consequently, the financial information of SpinCo included in this proxy statement/prospectus has been derived from the consolidated financial statements and\naccounting records of Eaton and reflects assumptions and allocations made by Eaton. The financial position, results of operations and cash flows of SpinCo presented may be materially different from those that would have resulted if the Mobility\nBusiness had been operated as a standalone company or by a company other than Eaton. For example, in preparing the financial statements of SpinCo, Eaton made an allocation of Eaton costs and expenses that are attributable to the Mobility Business.\nHowever, these costs and expenses reflect the costs and expenses attributable to the Mobility Business as part of a larger organization and do not necessarily reflect costs and expenses that would be incurred by the Mobility Business had it been\noperated as part of an organization of the nature, size and scale of the combined company, and thus may not reflect costs and expenses that would have been incurred had the Mobility Business been operated as a part of the combined company. As a\nresult, the historical financial information of the Mobility Business may not be a reliable indicator of the future results of the Mobility Business as a part of the combined company, or the results the Mobility Business would have historically\nachieved for the periods indicated therein as a standalone business.

The unaudited pro forma condensed combined financial\nstatements included in this proxy statement/prospectus are based in part on certain assumptions regarding the Transactions and may not be indicative of our future operating performance.

The unaudited pro forma condensed combined financial statements presented in this proxy statement/prospectus combine the\nseparate historical financial statements of SpinCo and Dana that are included or incorporated by reference in this proxy statement/prospectus, respectively, and are not necessarily indicative of what our financial position or results of operations\nwould have been had the Mergers occurred as of the date or for the periods presented. The unaudited pro forma condensed combined financial statements also do not indicate what our financial position or results of operations will be in the future.\n

We expect to account for the Mergers as an acquisition by Dana of SpinCo,\nwith Dana being the accounting acquirer. Following the effective date of the Mergers, we expect to complete the purchase price allocation for the acquisition of SpinCo after determining the fair value of SpinCo’s assets and liabilities. The\nfinal purchase price allocation may be different from the preliminary one reflected in the unaudited pro forma purchase price allocation presented in this proxy statement/prospectus, and this difference may be material.

In connection with the purchase price allocation, our management will make significant accounting judgments and estimates in\nconnection with the application of acquisition accounting under U.S. GAAP and the underlying valuation models. Our business, financial condition and results of operations could be materially adversely impacted in future periods if our\nmanagement’s accounting judgments and estimates related to these models prove to be inaccurate.

The unaudited pro\nforma condensed combined financial statements do not reflect the costs of any integration activities or incremental capital expenditures that Dana management believes are necessary to realize the anticipated synergies from the Transactions.\nAccordingly, the unaudited pro forma condensed combined financial statements included in this proxy statement/prospectus do not reflect what our results of operations or operating condition would have been had SpinCo and Dana been a consolidated\nentity during all periods presented, or what our results of operations and financial condition will be in the future.

We may be required to\nrecognize impairment charges for goodwill and other intangible assets.

The Transactions will add substantial\ngoodwill and other intangible assets to our consolidated balance sheet. In accordance with U.S. GAAP, management will periodically assess these assets to determine if they are impaired. Significant negative industry or economic trends, disruptions\nto our business, inability to effectively integrate the Mobility Business with Dana’s business, unexpected significant changes or planned changes in use of the assets, divestitures and market capitalization declines may result in the required\nimpairment of goodwill and other intangible assets. Any charges relating to such impairments would adversely affect results of operations in the periods recognized.

The unaudited forward-looking financial information considered by Dana and provided to the Dana board and Goldman Sachs reflects\nestimates and assumptions made by management of Dana, and actual results may differ materially from such estimates.

In connection with the evaluation of the Transactions by Dana, management of Dana prepared certain unaudited forward-looking\nfinancial information, which was provided to the Dana board and Goldman Sachs. The unaudited forward-looking financial information, including the unaudited forward-looking financial information included in this proxy statement/prospectus, is based\non numerous variables and assumptions that are inherently uncertain. These variables and assumptions are based on available information at the time of preparation and include industry performance, competition, general business, economic, regulatory,\nmarket and financial factors, as well as estimates regarding the business, results of operations and financial condition of Dana and the Mobility Business. Such factors and other changes may cause the unaudited forward-looking financial information\nor the underlying assumptions to be no longer appropriate. There can be no assurance that the unaudited forward-looking financial information considered by Dana and provided to the Dana board and Goldman Sachs, as described further in the section\ntitled “The Transactions—Financial Projections,” will be realized or that actual results will not materially vary from such financial analyses and unaudited forward-looking financial information. Additionally, since the unaudited\nforward-looking financial information covers multiple years, such information by its nature becomes less predictive with each successive year. As a result of these contingencies, there can be no assurance that actual results will not be\nsignificantly higher or lower than estimated, which could have a material impact on the market price of our common stock. The unaudited forward-looking financial information does not take into account any circumstances or events occurring after the\ndate such information was prepared and, except to the extent expressly reflected therein, does not give effect to the Transactions or all costs, expenses, disruptions or other effects associated with the Transactions, nor is it indicative of future\nresults for the combined company.

The unaudited forward-looking financial information included in this proxy\nstatement/prospectus has been prepared by, and is the responsibility of, Dana management. The unaudited forward-looking financial information was not prepared with a view toward public disclosure nor with a view toward compliance with published\nguidelines of the SEC, the guidelines established by the Public Company Accounting Oversight Board or the American Institute of Certified Public Accountants for preparation and presentation of forward-looking financial information or U.S. GAAP. The\nunaudited forward-looking financial information included in this proxy statement/prospectus has been prepared by, and is the responsibility of, Dana management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied\nagreed-upon procedures with respect to the accompanying unaudited forward-looking financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The\nPricewaterhouseCoopers LLP report incorporated by reference in this proxy statement/prospectus relates to Dana’s previously issued financial statements. It does not extend to the unaudited forward-looking financial information and should not\nbe read to do so. In addition, Ernst & Young LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the unaudited forward-looking financial information contained in this proxy\nstatement/prospectus and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The report of Ernst & Young LLP included in this proxy statement/prospectus relates to SpinCo\naudited financial statements. The report does not extend to the unaudited forward-looking financial information and should not be read to do so.

We expect to incur a substantial amount of indebtedness in connection with the Transactions, which could adversely affect our\noperational flexibility, liquidity and borrowing costs.

In connection with the Transactions, we expect to incur a\nsubstantial amount of indebtedness to fund the SpinCo Cash Payment, consummate the Dana Refinancing and pay fees and expenses related to the Transactions. The final terms and cost of such indebtedness remain uncertain and will depend on market\nconditions and financing arrangements at or around the time of the Closing. Our ability to make required payments of principal and interest on our indebtedness will depend on our future performance, which, to a certain extent, is subject to general\neconomic, financial, competitive and other factors beyond our control. We cannot assure you that our business will generate cash flow from operations, or that future borrowings will be available under our credit facilities, in an amount sufficient\nto enable us to service our indebtedness or fund our other liquidity needs.

In addition, our credit facilities and other\ndebt agreements will contain financial and/or restrictive covenants that could limit our ability to, among other things, incur additional indebtedness, make investments, pursue acquisitions, return capital to stockholders, dispose of assets or take\nother actions that we otherwise may believe are beneficial to our business. Our failure to comply with such covenants could result in an event of default that, if not cured or waived, could result in the acceleration of indebtedness or otherwise\nmaterially adversely affect our business, financial condition, results of operations and debt service capability.

Our\nsubstantial indebtedness following the consummation of the Transactions, together with external factors beyond our control, including conditions in the credit and capital markets and changes in interest rates, may also reduce our flexibility to\nrespond to changing business and economic conditions, lower our credit ratings, increase our borrowing costs, restrict our access to capital, impair our ability to refinance indebtedness on acceptable terms, require us to reduce or delay\ninvestments, strategic acquisitions, capital expenditures or other uses of capital or seek additional capital to refinance our indebtedness. Any of the foregoing could materially adversely affect our business, financial condition, results of\noperations and cash flows.

There is currently no public market for SpinCo common stock, and SpinCo cannot be certain that an active trading market\nwill develop or be sustained after the Distribution and the Mergers. Following the Distribution and the Mergers, the market price of SpinCo common stock may fluctuate significantly.

Although Dana common stock currently trades on the NYSE, there is currently no public market for SpinCo common stock. SpinCo\nexpects that SpinCo common stock will be listed on the NYSE under the ticker symbol

\n“DAN” following completion of the Transactions. However, SpinCo cannot predict the extent to which investor interest will lead to the development of an active trading market for\nSpinCo common stock or how liquid that market may become. If an active trading market does not develop or is not sustained, holders of SpinCo common stock may have difficulty selling their shares, and the market price of SpinCo common stock may be\nadversely affected.

The market price of SpinCo common stock after the Distribution and the Mergers may fluctuate\nsignificantly as a result of many factors, some of which are beyond SpinCo’s control. These factors may include, among others, the combined company’s actual or anticipated operating results; the combined company’s ability to\nrealize the anticipated benefits of the Transactions, including anticipated synergies; changes in earnings estimates or recommendations by securities analysts; changes in market valuations of companies in the industries in which the combined company\nwill operate; developments affecting Dana, the Mobility Business or their respective customers, suppliers or competitors; general economic, industry and market conditions; and sales or expected sales of SpinCo common stock by stockholders following\nthe Transactions.

In addition, the market price of SpinCo common stock following completion of the Transactions may be\naffected by factors different from those affecting the market price of Dana common stock before the Mergers. Following the Transactions, holders of SpinCo common stock will own interests in a combined company operating an expanded business with a\ndifferent mix of assets, risks and liabilities than Dana or the Mobility Business had prior to the Transactions. Accordingly, the historical trading price of Dana common stock may not be indicative of the market price of SpinCo common stock\nfollowing completion of the Transactions.

Substantial sales of SpinCo common stock may occur in connection with or following the Distribution and\nthe Mergers, which could cause the market price of SpinCo common stock to decline.

The shares of SpinCo common\nstock issued to Eaton shareholders in the Distribution and issued to Dana stockholders in the Merger generally will be eligible for immediate resale. Some former Eaton shareholders or former Dana stockholders may not wish to continue to hold shares\nof SpinCo common stock following the Transactions. For example, certain Eaton shareholders may sell shares of SpinCo common stock because the combined company’s business profile, market capitalization, dividend policy or other characteristics\ndo not fit their investment objectives or because SpinCo is not included in the index in which they invest. Similarly, certain former Dana stockholders may sell shares of SpinCo common stock because they do not wish to invest in the combined company\nfollowing the Transactions.

Sales of a substantial number of shares of SpinCo common stock in the public market following\ncompletion of the Transactions, or the perception that such sales may occur, could cause the market price of SpinCo common stock to decline. SpinCo cannot predict whether, when or in what amounts holders of shares of SpinCo common stock may sell\ntheir shares following the Transactions.

Dana stockholders’ percentage ownership interest in SpinCo following the Merger will\nbe less than their current ownership in Dana.

Based on the Merger Exchange Ratio, which is subject to adjustment\nunder limited circumstances as provided in the Merger Agreement, immediately following the Merger, former Dana stockholders will own, in the aggregate, 49.9% of the issued and outstanding shares of SpinCo common stock, and former Eaton shareholders\nwill own 50.1% of the issued and outstanding shares of SpinCo common stock, in each case, on a fully diluted basis. See “The Transaction Agreements—The Merger Agreement—Merger Consideration.” Consequently, former Dana\nstockholders, as a group, will have less ability to exercise influence over the management and policies of the combined company following the Merger than they currently have over Dana.

Risks Relating to the Combined Company’s Business

Our financial performance is directly affected by global vehicle production volumes and demand in the passenger and commercial vehicle\nmarkets we serve, which are cyclical and influenced by macroeconomic, industry and customer-specific factors beyond our control.

Our net sales are primarily derived from the sale of drivetrain, powertrain, sealing and thermal management, engine, electrical\nand electronic components and systems that create, manage and deliver mechanical and electrical power across vehicles to OEMs, including Tier 1 system integrators, and to participants in the aftermarket channels, including distributors, independent\nretailers and others, for use in passenger vehicles, commercial vehicles and specialty applications. Our product portfolio includes axles, driveshafts, transmissions, clutches, differentials, engine components, high-voltage connectors, power\ndistribution units, sealing solutions, thermal management products, motors, inverters, controllers and related electrification systems. As a result, our sales volumes are closely tied to OEM production schedules and overall vehicle build rates in\nthe markets we serve. We generally do not control vehicle production volumes, platform continuation decisions or end-customer demand, and we typically do not have guaranteed minimum purchase commitments from\nour customers.

The passenger and commercial vehicle industries are cyclical and have historically experienced significant\nfluctuations in production volumes and demand. Vehicle production levels are influenced by numerous factors, including general economic conditions, industrial output, freight volumes, fleet utilization rates, consumer confidence, interest rates,\naccess to financing, fuel prices, regulatory developments, emissions standards, infrastructure investment and geopolitical conditions. A slowdown in global or regional economic activity, reduced industrial production or declines in freight and\nlogistics activity may lead OEMs to reduce build schedules, delay new program launches or discontinue platforms, which would directly reduce demand for our products. It could also cause our customers and suppliers to experience severe financial\ndistress, including bankruptcy.

Demand in commercial vehicle markets, in particular, is closely correlated with freight\ndemand, underlying economic activity, including construction spending, infrastructure investment and industrial production and fleet replacement cycles. Periods of economic uncertainty or contraction often result in order cancellations, delayed\nfleet purchases and reduced vehicle production. In addition, OEMs and their dealers may undertake inventory corrections or destocking actions in response to weaker end-market demand or excess channel\ninventory, which can result in abrupt reductions in production volumes and corresponding decreases in our sales.

Our\nmanufacturing operations involve significant fixed costs, and reductions in production volumes may adversely affect our margins due to underutilization of capacity. Because our products are typically integrated into specific vehicle platforms and\nproduction programs, a reduction in production volumes for those platforms may have a disproportionate impact on our net sales. Lower production volumes may also reduce our ability to recover fixed manufacturing costs, leading to lower capacity\nutilization, margin compression and, in certain circumstances, restructuring charges, asset impairments or workforce adjustments. If declines in vehicle production volumes are sustained or more severe than anticipated, our financial condition,\nresults of operations and cash flows could be materially adversely affected.

A significant portion of our net sales is derived from\nlarge OEM customers, and the loss of, or a substantial reduction in business from, any of these customers could materially adversely affect our financial condition, results of operations and cash flows.

Our business is characterized by a concentrated customer base typical of the global passenger and commercial vehicle\nindustries. Approximately 77% of the Mobility Business’ net sales for the year ended December 31, 2025 were derived from OEM customers, with the remainder having been derived from aftermarket customers. Sales to the Mobility\nBusiness’ five largest customers collectively accounted for approximately 34% of the Mobility Business’ net sales for the year ended December 31, 2025. Sales to Dana’s ten largest customers accounted for 76% of Dana’s\nnet sales for the year ended December 31, 2025.

Our relationships with OEM customers are typically governed by supply\nagreements and purchase orders tied to specific vehicle platforms and production schedules. These arrangements generally do not guarantee minimum purchase volumes. Subject to the applicable contractual provisions, OEM customers typically retain the\nability to adjust production volumes, delay vehicle launches, shift sourcing among suppliers, insource certain components or reduce, modify or terminate orders and programs on limited notice. As a result, a significant OEM customer may reduce or\ndiscontinue its purchases with little advance warning, which could adversely affect our net sales and profitability.

The\nloss of business from a significant OEM customer could occur for a variety of reasons, including the failure to win a new platform award, the resourcing of existing programs to a competitor, adverse performance or quality issues, the introduction of\nalternative technologies, a strategic shift by the customer toward greater vertical integration, reduction in realized market consumption of a particular platform as compared to forecasted volumes or the customer’s financial distress. Because\nour products are often engineered into specific platforms, the loss of a platform award can result in a multi-year reduction in net sales until replacement business is secured, if at all.

The concentrated customer base typical of the global passenger and commercial vehicle industries also increases our exposure\nto commercial pressure. Large OEM customers typically seek annual price reductions and productivity commitments over the life of a vehicle program. Where our net sales are concentrated among a small number of customers, our negotiating leverage may\nbe limited, particularly in competitive bidding environments. If we are unable to offset customer-mandated price reductions with cost savings or operational efficiencies, our margins may decline. Conversely, refusal to agree to requested commercial\nconcessions may result in the loss of existing or future business.

In addition, OEM customers frequently seek to allocate\nwarranty, recall and other field-related costs to suppliers. A significant quality issue affecting a concentrated customer account could therefore have a disproportionate impact on our financial results. The loss of, or a significant decline in\nsales to, any of our major OEM customers could materially adversely affect our financial condition, results of operations and cash flows.

Our business depends on winning and successfully executing platform awards and program nominations, and our failure to win or maintain\nsuch awards could materially adversely affect our future net sales and profitability.

In the passenger and\ncommercial vehicle industries, suppliers typically compete for business through OEM nomination processes tied to specific vehicle platforms and production programs. These awards are often made several years prior to production and require suppliers\nto commit substantial engineering, validation, tooling and capital resources in advance of realizing net sales. Our ability to sustain and grow our net sales depends on successfully securing new platform awards, maintaining incumbent positions on\nexisting platforms and expanding our content per vehicle where possible. Net sales associated with awarded programs is typically concentrated within specific vehicle platforms, and the loss of a significant platform award or lower-than-expected\nproduction volumes on a major platform could materially impact our results of operations.

Platform awards are competitive\nand are based on multiple criteria, including product performance, technological capability, cost, manufacturing footprint, global service support and the supplier’s financial stability. Even where we have historically supplied a particular\nOEM or platform, there is no assurance that we will retain that business in subsequent model cycles. OEMs regularly rebid programs to improve cost competitiveness, introduce new technology or rationalize their supplier base.

The economics of a platform award depend on achieving anticipated production volumes over the life of the program. If actual\nvolumes are materially lower than forecasted due to market conditions, competitive dynamics or regulatory changes, we may not recover the full amount of our up-front investments, such as in engineering,\ncustom-ordered and long-lead time components, and capital investments. In certain cases, we may have limited

\nability to redeploy dedicated tooling, supplies, or equipment to alternative programs, which could result in asset impairments or underutilized capacity and/or margin compression.

Our products are integrated into specific vehicle platforms and production programs. OEM customers retain discretion to\nmodify, delay, curtail or discontinue vehicle platforms for a variety of reasons, including shifts in consumer demand, regulatory changes, supply chain constraints, cost considerations, strategic reprioritization or performance issues. Such actions\nmay be induced by changes in end-market demand, including cyclical declines in passenger or commercial vehicle production. If an OEM reduces production volumes, accelerates a platform’s phase-out, eliminates certain configurations, redesigns a vehicle architecture in a way that reduces our content per vehicle or cancels a program, our expected net sales from that platform could be materially\nreduced or eliminated. In certain programs, we may incur tooling expenditures in advance of production launch or rely on customer reimbursement arrangements, and delays, disputes or modifications to production schedules may affect the timing or\nrecoverability of such tooling costs.

Our net sales per vehicle depend not only on overall vehicle production volumes and\nour ability to win program awards, but also on the level of content we supply for each vehicle platform. OEM customers may redesign vehicle architectures, simplify drivetrain systems, vertically integrate certain components, adopt alternative\npropulsion technologies or standardize systems across platforms in ways that reduce our content per vehicle. Even if we retain a program award or overall vehicle production volumes remain stable, reductions in the number or value of components we\nsupply per vehicle could adversely affect our net sales, margins and growth prospects. Our ability to grow net sales and expand margins depends in part on increasing or maintaining content per vehicle across key platforms, and reductions in content\nopportunities could materially adversely affect our financial condition, results of operations and cash flows.

Platform\ntransitions also present execution risks. New product launches may require rapid ramp-up of manufacturing operations, validation of new processes and coordination with OEM production schedules. Delays, quality\nissues or supply chain disruptions during launch phases can result in penalties, expedited freight costs, reputational harm and strained customer relationships. A failure to execute new platform launches effectively could impair our ability to win\nfuture business and materially adversely affect our financial condition, results of operations and cash flows.

In\naddition, while we seek to negotiate the best possible terms, in some commercial arrangements, we have negotiated exclusivity, preferred vendor and non-competition agreements that are favorable to us while in\nother instances, counterparties to some of our commercial arrangements have imposed, and may in the future impose, such provisions upon us, including most-favored-customer price protection. Certain commercial arrangements may restrict our ability to\nsell our products on terms favorable to us, in certain geographies or at all, which could materially adversely affect our net sales and our ability to grow our business.

A significant portion of our net sales and earnings is derived from our aftermarket business, and competitive, structural and\ntechnological developments affecting the aftermarket, or our failure to execute our aftermarket growth strategy, could materially adversely affect our business and results of operations.

The aftermarket business represents, and will continue to represent, a meaningful portion of net sales and is expected to\ncontinue to contribute significantly to our margins, and our strategy contemplates meaningful expansion of aftermarket revenue over time. Demand for aftermarket parts and services depends on factors that are outside of our control, including the\nsize, age, mix and utilization of the installed base of vehicles using our components, vehicle maintenance and replacement cycles, the durability and longevity of our products as experienced in actual use by vehicle owners, and general economic\nconditions affecting fleet operators and vehicle owners. In addition, over the longer term, the increasing penetration of electrified vehicles, which generally contain fewer wear-prone mechanical components than internal combustion vehicles, may\nreduce demand for certain of our traditional aftermarket products. A reduction in the installed base, improvements in product durability, deferral of maintenance, or other changes in these factors could reduce aftermarket demand.

The aftermarket is competitive and fragmented. We compete not only with OEMs\nand other original component suppliers but also with independent manufacturers and distributors of will-fit, all-makes and competitive replacement parts, many of which\nmay offer products at lower prices. Our aftermarket growth strategy involves several concurrent initiatives, including broadening our product coverage through all-makes offerings. Any such initiatives to\nincrease our aftermarket business will likely require us to develop new customer and distributor relationships and to invest in new physical and digital infrastructure, all of which involve execution risk and upfront costs that may not generate\nanticipated returns. Our aftermarket expansion initiatives may not achieve customer acceptance, and we may face challenges differentiating our offerings from established competitors. If our aftermarket expansion initiatives do not achieve\nanticipated results, or if competitive, structural, or technological developments erode the value of our aftermarket platform, our business, financial condition, results of operations, and cash flows could be materially adversely affected.

We are subject to ongoing pricing pressure and annual productivity requirements from OEM customers, which may reduce our net sales and\nour margins and adversely affect our profitability.

OEM customers operate in highly competitive markets and seek\nto reduce vehicle production costs on an ongoing basis. As a result, it is customary for suppliers to agree to annual price reductions, productivity targets or other commercial concessions over the life of a vehicle program. These requirements may\nbe formalized in supply agreements, contained in standard OEM terms and supplier requirements, or may arise through periodic negotiations.

Any price reductions will result in lower net sales and potentially reduce our margins. Our ability to maintain or improve\nmargins depends in part on achieving internal cost reductions through operational efficiencies, supply chain optimization, design improvements and procurement savings. However, cost reductions may not be sufficient to offset customer-mandated price\nreductions, particularly in periods of inflationary pressure affecting raw materials, labor, logistics or energy. In addition, there may be timing mismatches between when we are required to implement price reductions and when cost savings are\nrealized.

Furthermore, OEM customers may seek retroactive price adjustments, cost recovery concessions or commercial\nsettlements in response to their own financial pressures. Our exposure to concentrated OEM customers may limit our ability to resist such demands. Sustained pricing pressure, without commensurate cost reductions, could materially adversely affect\nour financial condition and results of operations.

Our operations are subject to risks associated with raw material and component\navailability and cost volatility, including exposure to metals and components critical to our products, costs of labor, transportation and energy.

The manufacture of our components and systems requires substantial quantities of raw materials and components, including steel\nand products containing steel, forgings, castings, bearings, semiconductors, magnets and related rare earth materials, aluminum, copper, nickel, brass, plastics and other specialized inputs. Availability and pricing of these materials and components\nare subject to global market conditions, supplier capacity constraints, geopolitical developments, trade policies and energy costs.

Volatility in commodity prices, including as a result of changes in trade laws and tariffs, can increase our input costs, and\nwe may not be able to fully or timely recover such increases from customers. Certain supply agreements may not contain automatic pass-through mechanisms or may require negotiation to implement price adjustments. If cost recovery is delayed, limited\nor unsuccessful, our margins may be adversely affected.

We may also experience labor shortages in certain geographies and\nincreased competition for qualified candidates. These shortages could adversely affect our ability to meet customer demand and increase labor costs, which would reduce our profitability. Freight costs may increase because of shipping container and\ntruck driver shortages and port congestion, which can result from supply chain disruptions caused by regional or global public health crises and conflicts. We may also incur significant premium freight costs when customer order patterns change\nfrequently.

In addition, shortages of components or disruptions at key suppliers could\nimpair our ability to manufacture and deliver products in accordance with customer schedules. Such disruptions may require us to source components at higher cost, incur expedited freight charges or temporarily curtail production. Prolonged supply\nchain disruptions could lead to lost sales, customer dissatisfaction and reputational harm. Certain of our products rely on specialized power electronics components sourced from a limited number of suppliers, increasing our exposure to supply\nconstraints and allocation risk.

Moreover, a substantial portion of annual cost of sales is driven by the purchase of\ngoods and services. To manage and minimize these costs, we have been consolidating our supplier base. As a result, we are, and expect to continue to be, dependent on single sources of supply for some components of our products. A significant or\nprolonged shortage of critical components from a sole-source supplier, if we were unable to procure those components elsewhere, could prevent us from meeting production schedules for some of our key products and shipping them to customers on time,\nwhich would adversely affect our sales, profitability and customer relations. Moreover, OEM production part approval processes often require long lead time product testing and component part validation. In situations where resourcing to an\nalternative supplier is required, that change can be time consuming, dependent upon OEM approval, and subject to testing and validation costs.

If a critical supplier experiences financial distress, operational failure, natural disaster, cyber incident or regulatory\naction, we may be unable to obtain necessary inputs in a timely manner or at commercially reasonable terms. While we seek to diversify suppliers where feasible, certain materials or components may be available only from limited sources.

Supply constraints or cost volatility affecting key inputs could materially adversely affect our financial condition, results\nof operations and cash flows.

We conduct a meaningful portion of our business through joint ventures and technology partnerships\nthat we do not wholly own or control, and our inability to manage these arrangements effectively, disputes with our partners, or the loss of a key partner could materially adversely affect our business, financial condition and results of operations.\n

We participate in several strategic joint ventures and technology partnerships that are important to our product\nportfolio, our access to certain markets and our growth strategy. Certain of our products and certain of our positions in some of our markets are available to us principally through these arrangements. If we or any of our partners terminate any\njoint venture or partnerships, we may be required to devote additional resources to product development and commercialization or may need to cancel certain development programs, which could adversely affect our business and operational results. Our\npartners may also seek to renegotiate the terms of our joint ventures or other partnerships as a result of the Transactions or for other reasons, which could result in such arrangements being less favorable to us. In addition to being subject to the\nsame risks and pressures as our solely owned operations, our joint ventures and partnerships are subject to additional risks as a result of the joint ownership.

Because we share ownership, governance or decision-making authority in these arrangements, we do not exercise sole control\nover them. The success of each joint venture or partnership depends on the financial condition, capabilities, performance, cooperation and continued support of our partners, as well as on our ability to align with our partners on strategy, capital\ncontributions, product roadmaps, capacity decisions, distributions and other matters. Disagreements with a partner, a partner’s failure to perform or fund its obligations, a partner’s financial distress, divergent business objectives, or\na change in a partner’s ownership or control could impair the operation or value of the arrangement, delay decisions, result in litigation or arbitration, or require us to commit additional resources. In addition, certain of our partners are\nalso our competitors, customers or suppliers in other areas of our business, which may give rise to conflicts of interest.

Additionally, our joint ventures in China are subject to additional risks arising from the legal, regulatory, political and\neconomic environment in that market, including evolving foreign-investment, data, technology-transfer and ownership rules, trade and export restrictions, currency controls and heightened geopolitical\n

\ntensions. Any of these factors could limit the benefits we derive from these arrangements, restrict our ability to repatriate earnings, or expose us to loss of technology or market access. Any of\nthe foregoing could materially adversely affect our business, financial condition, results of operations and cash flows.

Certain of these joint ventures have historically used (and currently use) the “Eaton” brand. As part of the\ntransition of the Mobility Business away from the “Eaton” brand, we will also be working with these particular joint ventures to transition them away from use of the “Eaton” brand. Such rebranding efforts may require\nsignificant resources and expenses and may affect the ability to attract and retain customers, all of which could have a material adverse effect on business results, cash flows, financial condition, or prospects.

The adoption of electrified vehicle architectures and evolving propulsion technologies may adversely affect demand for certain of our\nproducts and requires substantial investment that may not generate expected returns.

The adoption of\nelectrification by the automotive industry, including hybrid and battery electric vehicle architectures, requires significant investment in engineering, manufacturing capabilities and capital equipment and may occur at a pace or in a manner\ndifferent than we anticipate. As OEM customers align their platforms with electrification strategies, shifts in product mix, vehicle architectures and powertrain platforms may reduce demand for certain of our products and require us to realign\nresources and capital investments. If electrification adoption rates differ from our expectations, or if we are unable to compete effectively in electrified propulsion and power management systems, our financial results may be adversely affected.\n

As the market continues to adopt electric vehicles, we will continue to experience elevated levels of research and\ndevelopment costs, capital investment and inventory levels. We will need to maintain production capacity for both internal combustion engine vehicles (“ICE”) and electric vehicles, which requires incremental capital investment and\nreduces our ability to operate at scale. We will also need to carry additional inventory for both, because the raw materials and components used in ICE and electric vehicle products are largely distinct. An extended adoption period could negatively\nimpact our profitability, cash flows, and financial position.

The growth of our Electrical and eMobility products is\ndirectly dependent on global production volumes of hybrid and battery-electric vehicles and the rate at which electrified vehicle architectures penetrate overall vehicle production. Adoption of electrified vehicles is influenced by numerous factors\nbeyond our control, including government incentives and emissions regulations, consumer acceptance, total cost of ownership, charging infrastructure, battery cost trends, technological developments and OEM capital allocation priorities. If adoption\noccurs more slowly than anticipated, if regulatory incentives are reduced or eliminated, or if OEMs delay or scale back electrification programs, demand for these products could be materially lower than expected. Because we have made, and expect to\ncontinue making, significant investments to support electrification programs, a slower pace of adoption could adversely affect our growth prospects, operating leverage and ability to earn expected returns on those investments.

Failure to appropriately anticipate and react to the cyclical and volatile nature of production rates and customer demands in our\nbusiness can adversely impact our results of operations.

Our business model requires significant upfront\ninvestments in engineering, product development, tooling and manufacturing capacity in advance of program launch and anticipated production volumes. Our combined company includes both mechanical drivetrain products traditionally used in ICE vehicles\nand electrified power electronics products designed for hybrid and battery electric platforms. Our primary driveline content on ICE vehicles includes axles, driveshafts, transmissions and related components. As the market adopts electric vehicles,\nwe anticipate losing driveshaft content but adding additional driveline content in the form of gearboxes, e-motors, e-axles, power electronics, and software controls. We\nanticipate a similar increase in content opportunity in thermal and sealing products, as current ICE-vehicle content is replaced with EV-based content, including\nmetallic bipolar plates, battery cold plates and power electronic cooling modules. Shifts in propulsion

\nstrategies may alter demand for certain of our legacy drivetrain products more rapidly than anticipated. If demand for internal combustion or hybrid platforms declines faster than we can adjust\nour manufacturing footprint, redeploy capital or expand electrified offerings, we may experience reduced volumes, underutilized assets and margin pressure.

At the same time, success in electrified markets requires substantial ongoing investment in engineering, research and\ndevelopment, tooling, testing capabilities, manufacturing equipment and talent with specialized expertise in power electronics, thermal management and high-voltage systems. These investments are often made years in advance of full production volumes\nand are based on projected vehicle production volumes and technology adoption assumptions provided by OEM customers and developed internally. If OEM electrification roadmaps change, if government incentives are reduced or withdrawn, or if adoption\nrates are slower than anticipated, we may not realize sufficient returns on these investments. Because many of these expenditures are fixed or committed in advance and may not be recoverable, adverse changes in market conditions could result in\nreduced operating leverage, impairment charges, restructuring actions or lower-than-expected profitability.

The\ncompetitive landscape in electrification is evolving and includes established suppliers, new market entrants and in certain cases OEM in-house development. Rapid changes in vehicle architectures, propulsion\nstrategies, power electronics integration and software-defined vehicle platforms may shorten product lifecycles, and previously deployed or prior-generation technologies may become commercially obsolete before we have fully recovered our associated\ndevelopment, tooling and capital investments. If we fail to anticipate or respond effectively to technological shifts, our ability to win platform awards and maintain market share could be materially adversely affected.

In addition, our OEM customers continue to assess which EV-based components they will\nvertically integrate and for which programs. A significant increase in vertical integration of EV-based components by our OEM customers could negatively impact our sales and profitability. The number of\ncompetitors bidding on EV-based vehicle programs is higher than what we historically experienced on ICE vehicle programs, and a significant increase in competition for\nEV-based vehicle programs from existing and new market entrants could also negatively impact our sales and profitability.

Our products are subject to quality, performance and safety expectations, and any failure to meet these expectations could result in\nrecalls, warranty claims, indemnification obligations and reputational damage.

Our products are often integrated\ninto critical vehicle systems that directly affect performance, durability, efficiency and, in some cases, safety. OEM customers impose rigorous validation, testing and quality requirements, and our products must comply with detailed specifications\nand regulatory standards.

Despite quality control measures, products may contain defects resulting from design errors,\nmanufacturing process deviations, component failures or supplier issues. Such defects may not be detected until after products are in service. If a defect results in vehicle malfunction, performance degradation or safety concerns, OEM customers may\ninitiate field actions, including recalls or service campaigns. In these circumstances, we may be required to bear a portion of the associated costs, including parts replacement, labor reimbursement, logistics and administrative expenses.

Warranty claims may increase due to product complexity, extended vehicle lifetimes or unforeseen usage conditions. In\naddition, disputes may arise regarding the allocation of responsibility for failures involving multiple components or suppliers. Even where we contest liability, we may incur significant legal and administrative costs.

Product failures or recalls can also result in reputational harm and damage to customer relationships, impairing our ability\nto win future platform awards. Significant warranty reserves, recall costs or litigation could materially adversely affect our financial condition, results of operations and cash flows.

Because our manufacturing operations involve significant fixed costs and specialized\nequipment, reductions in production volumes may disproportionately affect profitability.

Our manufacturing\nfacilities utilize specialized equipment, tooling and processes tailored to specific components and assemblies. These facilities involve substantial fixed costs, including depreciation, facility overhead, salaried labor and maintenance expenses.\nWhile some variable costs may fluctuate with production levels, a meaningful portion of our cost structure remains fixed in the short term.

If customer production volumes decline due to market conditions, platform transitions, supply chain disruptions or competitive\npressures, we may experience reduced capacity utilization. Lower utilization reduces the absorption of fixed manufacturing costs, resulting in margin compression. In addition, we may incur additional expenses associated with idle capacity, inventory\nmanagement, workforce adjustments or plant reconfiguration.

In certain cases, a sustained decline in demand for specific\nproduct lines may require restructuring actions, including plant closures, asset impairments or workforce reductions. Such actions may result in significant charges, cash expenditures and operational disruption. The inability to align our cost\nstructure promptly with changes in demand could materially adversely affect our financial condition, results of operations and cash flows.

Our global manufacturing footprint exposes us to operational risks, including disruptions from natural disasters, geopolitical events\nand infrastructure constraints.

We operate manufacturing facilities and rely on suppliers located in multiple\ncountries across four continents. Our operations may be disrupted by natural disasters, extreme weather events, fires, floods, earthquakes, public health crises, war, geopolitical instability, terrorism, civil unrest or infrastructure failures,\namong other potential operational disruptions. Such events can impair our and our suppliers’ ability to produce and deliver products, damage facilities, interrupt utilities or transportation networks and increase insurance and remediation\ncosts.

Global operations also expose us to risks related to political and social instability, trade restrictions,\nsanctions and changes in import/export regulations. Tariffs or trade barriers may increase costs or reduce competitiveness in certain regions. Any significant operational disruption could materially adversely affect our financial condition, results\nof operations and cash flows.

Our operating results depend in part on continued successful research, development and marketing of\nnew and improved products, and our ability to innovate and execute research and development initiatives is critical to maintaining competitiveness.

The success of new and improved products and services depends on their initial and continued acceptance by our customers. Our\nbusiness is affected, to varying degrees, by technological changes and corresponding shifts in customer demand, which could result in unpredictable product transitions or shortened life cycles. Competition in our markets is influenced by product\nperformance, technological capability and the ability to deliver innovative solutions that meet evolving OEM and other customer requirements. We must continually invest in research and development to enhance existing products, develop new\ntechnologies and adapt to changing vehicle architectures and the growth in hybrid and electric vehicles.

R&D\ninitiatives involve technical uncertainty and require coordination across engineering, manufacturing and supply chain functions. Projects may encounter delays, cost overruns or technical challenges that prevent successful commercialization. In\naddition, customer validation and qualification processes can be lengthy and may require multiple iterations. We may experience difficulties or delays in the research, development, production or marketing of new products and services, which may\nprevent us from recouping or realizing a return on the investments required to bring new products and services to market.

If we are unable to develop products that meet customer expectations for performance, cost, reliability and regulatory\ncompliance, we may lose platform awards or experience reduced demand. Furthermore, competitors

\nor new market entrants may introduce superior technologies or more cost-effective solutions, eroding our market position. Failure to sustain innovation and execute development programs\neffectively could materially adversely affect our financial condition, results of operations and cash flows.

If we are unable to\nobtain, maintain, protect and enforce our intellectual property rights, or if we are alleged to infringe, misappropriate or otherwise violate the intellectual property rights of others, our competitive position, business and results of operations\ncould be materially adversely affected.

Our competitive position depends in significant part on our proprietary\ntechnology, know-how and intellectual property, including patented technologies and proprietary materials, designs and processes relating to our drivetrain, engine, air management and electrified power\nmanagement products. We rely on a combination of patents, trademarks, trade secrets, confidentiality and invention-assignment agreements, license agreements and other contractual provisions, together with technical measures, to establish and protect\nour intellectual property. These protections may be inadequate, and our efforts to protect our intellectual property may not prevent misappropriation, infringement, reverse engineering or independent development by third parties.

Patents we own or license may not be issued from pending or future applications, may be too narrow to protect our products,\nmay be challenged, invalidated, circumvented or held unenforceable, and will in any event expire, after which the formerly protected technology will be available to other third parties (including competitors). Some of our most important proprietary\nadvantages, including certain materials and process technologies, are protected as trade secrets rather than patents, and trade secrets are difficult to protect. We seek to protect these trade secrets and other proprietary technology, in part, by\nentering into non-disclosure and confidentiality agreements with parties who have access to them. We cannot guarantee that we have entered into such agreements with each party that may have or have had access\nto our trade secrets or proprietary technology. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such\nbreaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, judicial enforcement of trade secret protection varies by\njurisdiction. Furthermore, third parties may independently develop equivalent trade secrets and other proprietary technology to compete with us and we may not be able to assert our intellectual property rights against such third parties.\nIntellectual property protection varies by jurisdiction, and the laws of certain countries in which we operate or sell products may not protect our rights to the same extent as the laws of the United States, which may be of particular significance\ngiven our global operations and our joint ventures and partnerships through which technology may be shared or jointly developed. Consequently, we may not be able to prevent third parties from practicing our proprietary technologies in all countries\noutside the United States, or from selling or importing products made using our proprietary technologies in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent\nprotection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection but enforcement is not as strong as that in the United States. These products may compete with our\nproducts, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. Disputes may arise with partners (including our partners in our joint ventures), customers or others regarding the\nownership, scope or use of jointly developed or shared intellectual property.

Furthermore, protecting against the\nunauthorized use of proprietary technology is difficult and expensive and we may need to litigate with third parties to enforce or defend our intellectual property rights, to defend the enforceability, ownership and validity of our proprietary\nrights, or to challenge those of others. If a third party were to prevail on a challenge of the enforceability, ownership or validity of any of our intellectual property, we would lose at least part, and perhaps all, of the challenged intellectual\nproperty protection on our technology. Determining whether a product, technology or process infringes, misappropriates, or otherwise violates our intellectual property rights involves complex legal and factual issues, and the outcome of this type of\nlitigation is often uncertain and inconsistent. If we are unsuccessful in enforcing our intellectual property rights against a third party, such third party could continue to use the technology at issue to compete with us. An adverse determination\nin any such litigation could materially impair our intellectual property rights and may harm our business.

We also face the risk that third parties may assert that our products,\ntechnologies or processes infringe, misappropriate or otherwise violate their intellectual property rights. Whether or not such claims have merit, they can be costly and time-consuming to defend, divert management attention, and result in\ninjunctions, the payment of damages or royalties, the need to redesign products, or the inability to sell certain products. We may be required to indemnify customers against such claims. Any of the foregoing could materially adversely affect our\ncompetitive position, business, financial condition, results of operations and cash flows. When such claims are asserted against us (or to avoid such claims), we may seek to or be required to obtain a license to the third party’s intellectual\nproperty rights, which may be costly, and we may be unable to obtain necessary licenses on satisfactory terms, if at all. If we are found to infringe, misappropriate or otherwise violate any third party’s intellectual property, we could be\nfound liable for significant monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent or other intellectual property right and could be forced, including by court order, to cease\nmanufacturing and commercializing our products or technologies at issue.

Any of the foregoing could materially adversely\naffect our competitive position, business, financial condition, results of operations and cash flows.

Our\nproprietary software may not operate properly, which could damage our reputation, give rise to claims against us or divert application of our resources from other purposes, any of which could harm our business.

Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may\nencounter technical obstacles, and it is possible that we may discover additional problems that prevent our proprietary software from operating properly. For example, errors or other design defects within the software on which we rely may result in\nfailure to comply with applicable laws and regulations, a negative experience for customers, delayed introductions of new features or enhancements or failure to protect data or our intellectual property. If our proprietary applications do not\nfunction reliably or fail to achieve customer expectations in terms of performance, we may lose or fail to grow in customer usage and customers could assert liability claims against us. This could damage our reputation and impair our ability to\nattract or maintain relationships with our customers and third parties.

Our proprietary software contains, or may in the future\ncontain, open source software, which may pose particular risks to our proprietary software and services in a manner that could have a material adverse effect on our business, financial condition and results of operations.

We may from time to time use open source software in connection with our proprietary software. The terms of certain open source\nlicenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our proprietary\nsoftware. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use\ncould inadvertently occur, or could be claimed to have occurred, in part because open source license terms are often ambiguous. Additionally, we could face claims from third parties claiming ownership of, or demanding release of, any open source\nsoftware or derivative works that we have developed using such software, which could include proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could\nrequire us to make our software source code freely available, purchase a costly license or cease offering our products or services unless and until we can re-engineer such source code in a manner\nthat avoids infringement. This re-engineering process could require us to expend significant additional research and development resources, and we may not be able to complete the re-engineering process successfully. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as\nopen source licensors generally do not provide support, warranties, indemnification or other contractual protection regarding infringement claims or the quality of the code. There is

\nlittle legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help\nthird parties, including our competitors, develop technology that is similar to or better than ours. Any of the foregoing could adversely affect our business, financial condition and results of operations.

We do not own or have long-term rights to use the Eaton trademark or logo, and will need to rebrand the Mobility Business during a\ntransition period, which will require significant resources and expenses and could have an adverse effect on our business results, cash flows, financial condition, or prospects.

We will enter into a Transitional Trademark License Agreement (see “Additional Agreements Related to the Separation and\nthe Mergers—Trademark License Agreement—Transitional Trademark License Agreement”) with Eaton as of or prior to the Distribution Date, pursuant to which one or more members of the Eaton Group will grant us a license to use certain\ntrademarks retained by the Eaton Group (including the “Eaton” trademarks) that were used in the Mobility Business within a certain period prior to the Distribution Date in a manner that is substantially similar to that used by the\nMobility Business within such period prior to the Distribution. Such license is limited to a transitional period of one to two years, subject to certain exceptions and certain extension rights, and we must use commercially reasonable efforts to\ncease use of the licensed trademarks as promptly as practicable following the Distribution Date. These rebranding efforts may require significant resources and expenses and may affect our ability to attract and retain customers, all of which could\nhave an adverse effect on our business results, cash flows, financial condition or prospects. Additionally, there are certain circumstances under which the Transitional Trademark License Agreement may be terminated. Termination of the Transitional\nTrademark License Agreement would cause us to lose our rights under the Transitional Trademark License Agreement to use the licensed trademarks, which would require us to expedite significant rebranding efforts and could cause material disruptions\nto our business.

Further, certain customers, distributors, and partners of the Mobility Business have historically\nassociated the Mobility Business and its products with the “Eaton” brand, and the “Dana” brand may command comparatively limited brand recognition with such parties or in certain of the Mobility Business’ markets.\nAchieving comparable brand recognition with such parties and in such markets may take time, and we may not fully retain the customer loyalty or goodwill previously associated with the Mobility Business, which could adversely affect our ability to\nattract and retain customers.

Risks Relating to Macroeconomic Conditions

We operate globally and are exposed to risks associated with international operations, including foreign currency fluctuations, changes\nin statutory tax rates and laws, trade policies, political instability and changing regulatory environments and unanticipated outcomes with respect to tax audits that could adversely affect the combined company’s business, profitability and\nreputation.

Our manufacturing and sales activities span multiple countries. As a result, we are exposed to foreign\ncurrency exchange rate fluctuations, which can affect the translation of net sales and expenses and may impact competitiveness in certain regions. Currency volatility can also affect the cost of imported materials and the value of intercompany\ntransactions. Approximately 43% of Dana’s sales in 2025 and approximately 48% of the Mobility Business’ sales in 2025 came from operations located outside the United States. A strengthening of the U.S. dollar against the euro, the\nRenminbi, the Brazilian Real, the Mexican peso and other currencies of the countries in which we operate could adversely affect our results as reported in U.S. dollars, as well as our margins on products sold outside the United States and on\nproducts containing components sourced from affiliates or suppliers outside the United States. We use a combination of natural hedging techniques and financial derivatives to mitigate foreign currency exchange rate risks, but these hedging\nactivities may be ineffective or may offset only a portion of the adverse financial impact resulting from currency variations.

International operations expose us to risks associated with political instability, changes in trade policies, tariffs,\nsanctions, export controls and evolving regulatory requirements. Trade disputes or new tariffs may

\nincrease costs or reduce demand in certain markets. Export control restrictions may limit our ability to supply products incorporating certain technologies. Political unrest, geopolitical\nconflicts or regional instability could disrupt operations or supply chains. We operate in many countries around the world and depend on significant foreign suppliers and customers, and the political situation in a number of countries in which we\noperate could create instability in our contractual relationships or result in the seizure of our assets.

We are, and the\ncombined company will be, subject to taxation in a number of jurisdictions. Accordingly, our effective tax rate is impacted by changes in the mix of earnings among countries with differing statutory tax rates. A material change in the statutory tax\nrate or interpretation of local law in a jurisdiction in which the combined company will have significant operations could adversely impact our effective tax rate and impact our financial results.

The combined company’s tax returns are and will continue to be subject to audit and other examination and taxing\nauthorities could challenge the combined company’s operating structure, valuation of assets and liabilities, taxable presence, application of treaty benefits or transfer pricing policies. If changes in statutory tax rates or laws or audits,\ndisputes or litigation result in assessments different from amounts anticipated, our business, results of operations, financial condition and cash flows may be adversely affected. In addition, changes in tax laws could have an adverse effect on our\ncustomers, resulting in lower demand for our products and services.

Any of these factors could materially adversely\naffect our financial condition, results of operations and cash flows.

We may be adversely impacted by changes in trade policies and\nproposed or imposed tariffs, including but not limited to, the imposition of new tariffs by the U.S. government on imports to the U.S. and/or the imposition of retaliatory tariffs by foreign countries.

Tariffs imposed by the U.S. government on imported products and commodities such as automotive, heavy truck, steel and aluminum\ncould raise the costs associated with manufacturing our products. We work with our customers to recover a portion of any increased costs, and with our suppliers to defray costs, associated with tariffs. While we have been successful in the past\nrecovering a significant portion of cost increases, there is no assurance that cost increases resulting from trade policies and tariffs will not adversely impact our profitability. Our sales may also be adversely impacted if tariffs are assessed\ndirectly on the products we produce or on our customers’ products containing content sourced from us.

Global trade\npolicy continues to evolve and the ultimate impact of recent developments with respect to U.S. tariffs is unclear. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to\nsuch tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. Additionally, ongoing negotiations regarding the United\nStates-Mexico-Canada Agreement and potential modifications to its terms could create further uncertainty regarding trade conditions and market access. These and future changes in tariffs, trade policies, trade actions, or retaliatory trade measures\nin response, have resulted and may continue to result in additional costs and pricing pressures, supply chain disruptions, volatile or unpredictable customer spending patterns, and increased economic or geopolitical risks, which could adversely\nimpact our future sales, business, financial condition and results of operations, materially or in ways that we cannot predict.

Public health crises, including epidemics and pandemics, could disrupt our operations and those of our customers and suppliers and\nadversely affect our results of operations.

Our global operations expose us to risks associated with public health\ncrises, such as epidemics and pandemics, which could harm our business and cause our operating results to suffer. A pandemic may negatively affect the global economy, disrupt our operations as well as those of our customers and suppliers and the\nglobal

\nsupply chains in which we participate, and create significant volatility and disruption in financial markets. We may face facility closures and other operational restrictions for prolonged\nperiods as a result of governmental restrictions, public health directives, quarantine policies or social distancing measures.

Because we operate as part of the complex, integrated global supply chains of our largest customers, our ability to continue\noperations at specific facilities depends on interdependencies among the various participants in those supply chains that are largely beyond our control. The extent of the impact of any such public health crisis on our business and financial\nperformance will depend on factors that are uncertain and cannot be predicted, including the duration and severity of the event, and a prolonged disruption could materially adversely affect our business, results of operations, cash flows and\nfinancial condition.

Risks Relating to Human Capital Management

Our ability to attract, retain and motivate qualified personnel is critical to our success, and failure to do so could adversely affect\nour operations and competitive position.

Our performance depends on the expertise and experience of our management\nteam, engineers, manufacturing personnel and other employees. Competition for skilled talent, particularly in areas such as power electronics, advanced materials, artificial intelligence, software integration and manufacturing process optimization,\nis intense.

The Transactions may create uncertainty among employees, potentially affecting morale and retention. Key\npersonnel may depart during or after the Transactions, and we may face challenges recruiting replacements. Loss of experienced employees could disrupt product development, manufacturing operations and customer relationships. See “—Risks\nRelating to the Transactions—Dana and the Mobility Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.”

In addition, workforce shortages, wage inflation and evolving labor market dynamics may increase operating costs. If we are\nunable to attract and retain qualified personnel, our ability to innovate, execute platform launches and maintain manufacturing performance could be impaired, which could materially adversely affect our financial condition and results of operations.\n

A significant portion of our workforce is represented by labor unions or covered by collective bargaining or similar arrangements,\nand labor disputes, work stoppages or our inability to renew these arrangements on acceptable terms could disrupt our operations and increase our costs.

A significant portion of our employees is represented by labor unions or works councils or is covered by collective bargaining\nagreements or similar arrangements, particularly at certain of our manufacturing facilities and in certain jurisdictions. These agreements are subject to periodic negotiation and renewal, and we may be unable to renew or renegotiate them on\nsatisfactory terms or without disruption. Disagreements during negotiations, or in connection with the Transactions and the establishment of standalone employment and benefit arrangements, could result in work stoppages, strikes, slowdowns,\nincreased labor costs, changes in work rules or other labor actions.

Work stoppages or other labor disruptions, whether\nat our own facilities or at the facilities of our OEM customers, suppliers or logistics providers, could interrupt or curtail production, delay deliveries, result in penalties or expedited freight costs, damage customer relationships and harm our\nreputation. Even where our facilities are not directly affected, labor disruptions affecting our customers or suppliers can reduce vehicle production and thereby reduce demand for our products or disrupt our supply chain. In addition, increases in\nnegotiated wages and benefits, changes in labor laws, or organizing activity at currently non-represented facilities could increase our operating costs or reduce our operating flexibility. Any of the foregoing\ncould materially adversely affect our business, financial condition, results of operations and cash flows.

Risks Relating to Cybersecurity and Data Privacy

If we are unable to protect our information technology infrastructure against service interruptions, data corruption, cyber-based attacks\nor network security breaches, product or service offerings could be compromised or operations could be disrupted, or data confidentiality impaired.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic\ninformation, and to manage or support a variety of business processes and activities, including procurement, manufacturing, distribution, invoicing and collection. As a provider of drivetrain, propulsion, electrification and power management\nsolutions across internal combustion, hybrid and fully electric platforms for commercial vehicle and light vehicle OEMs, we may receive, process, access and store confidential data, regulated data, and data that relates to or identifies an\nindividual person or that constitutes “personal data,” “personal information,” “personally identifiable information” or similar terms under applicable data privacy laws. Some of this information may be stored in\nthe cloud or on networks not managed by us. Additionally, we depend on partners, vendors and other third-party providers of information technology and other products and services, whose systems and security practices are beyond our direct control.\nMany of our products and services, as well as those of third-party service providers, include integrated software and information technology that collects data or connects to external and internal systems. Because of this, cybersecurity and data\nprivacy threats pose a material risk to our business operations.

Global cybersecurity threats range from widespread\nvulnerabilities, sophisticated and targeted measures known as advanced persistent threats, to uncoordinated individual attempts to gain unauthorized access to IT/OT systems. These threats may be directed at us, our products, software embedded in our\nproducts, or our third-party service providers. The risk is amplified by the increasingly connected nature of our products and systems. These threats may originate from anywhere in the connected world and while they may take the form of phishing,\nmalware, bots, ransomware, or human-centric attacks, the nature of the threat is constantly evolving. The introduction of artificial intelligence has also enabled bad actors to create higher-quality fraudulent content as part of cyberattacks, which\ncould make it more difficult to identify and contain breaches and fraudulent activity.

As a result of our worldwide\noperations, we are subject to laws and regulations, including data protection, privacy and cybersecurity laws and regulations, in many jurisdictions. The U.S. states and foreign jurisdictions in which we operate have different and potentially\nconflicting data privacy laws, and we must understand and comply with each of them. The legal framework around privacy and data protection is rapidly evolving, as the U.S., the European Union and other countries have adopted, are planning to enact,\nor are revising increasingly complex and rigorous privacy, information security and data protection laws, regulations and standards. For example, the General Data Protection Regulation (“GDPR”) requires that we manage personal data in\nthe E.U. in a prescribed manner and may impose fines of up to four percent of our global net sales in the event of certain violations. Compliance with current or future data protection and information security laws affecting customer data, employee\ndata, or other personal information could result in additional operating costs and may impact the development of new products, offerings or services and reduce operational efficiency. Ensuring that the collection, use, transfer, storage, maintenance\nand other processing of data complies with applicable laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity in relevant jurisdictions can also increase operating costs.

Our customers, including governmental agencies, are increasingly requiring cybersecurity protections and mandating\ncybersecurity standards, which may result in additional operating or production costs. Our cybersecurity program aligns with well-known industry-wide security control frameworks, and we employ a number of mitigation measures including employee\ntraining, technical security controls and maintenance of backup and protective systems. Despite these efforts, our systems, networks, products and services, as well as those of our third-party providers, remain potentially vulnerable to known or\nunknown cybersecurity attacks and other threats.

Cybersecurity incidents could potentially result in product downtimes,\noperational delays, misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information, including

\npersonal and customer data, security breaches and disruption of business operations. The potential consequences of a material cybersecurity incident include theft of intellectual property,\ndisruption of operations, reputational damage, adverse health and safety consequences, the loss or misuse of confidential information, product failure, financial losses from remedial action, loss of business, regulatory investigations or enforcement\nactions and exposure to fines, legal claims or litigation. Additionally, we cannot guarantee that any costs and liabilities incurred in relation to a cybersecurity attack or incident will be covered by our existing insurance policies or that\napplicable insurance will be available on economically reasonable terms in the future. These risks could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our current and potential use of artificial intelligence and machine learning and other emerging technologies may expose us to\noperational, legal and regulatory risks that could adversely affect our business and reputation.

We incorporate\nand we expect to increase the incorporation of artificial intelligence and machine learning tools (“AI”) into certain internal business operations, including elements of our production processes and certain administrative functions, and\ninto certain of our products. AI algorithms may be flawed or perform unpredictably, and the datasets on which they rely may be insufficient, inaccurate, biased or otherwise problematic, which could lead to errors, operational disruptions, unintended\noutcomes, suboptimal decisions, or discriminatory results, errors or inadequacies, any of which may not be easily detectable. The rapid evolution and increased adoption of AI technologies may increase the risk of technical disruptions to our\noperations and to the processes and functions for which the technology is deployed.

Our use or any use by our\ncontractors, consultants, vendors or service providers of AI also raises risks relating to privacy and the inadvertent disclosure of sensitive, confidential or proprietary information, and evolving AI and data-governance laws, regulations and\nstandards may impose additional requirements or restrictions on our development and use of AI, increase our compliance costs or limit certain use cases. Constraints in hardware, power capacity or other supply chain elements may limit our ability to\nscale AI, and we face competitive risk if other companies develop or adopt AI capabilities more effectively, at lower cost or more rapidly than we do. Because our AI capabilities depend in part on third-party providers of models, cloud services and\ninfrastructure, changes in their performance, pricing, licensing terms or availability could materially increase our costs or reduce the availability of these capabilities. Additionally, changes in AI technology could require us to make significant\nongoing investments to maintain and upgrade our technological capabilities. We may not successfully implement these developments in a timely or cost-effective manner, or at all, and the AI technologies in which we invest may be less effective than\nexpected, or become unavailable to us on favorable terms if at all. Furthermore, if such third-party AI providers intentionally or inadvertently disclose or misuse our sensitive, confidential or proprietary information, including as the result of a\ncyberattack, or otherwise incorporate such information into a publicly available training set, it is possible that such information could become available to third parties including our competitors. Collectively, these risks could adversely affect\nour business, financial condition, results of operations, cash flows and reputation.

Further, output we may create using\nAI may not be subject to intellectual property protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such output. To the extent that we do not have sufficient rights to use the data\noutput produced by AI tools, or if we experience cybersecurity incidents related to our use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual\nproperty, privacy, data protection and cybersecurity, publicity, contractual or other rights.

Risks Relating to Compliance, Regulatory or Legal\nMatters

Our business is subject to extensive governmental regulation, and changes in laws, regulations or enforcement\npriorities could adversely affect our business, financial condition and results of operations.

Our operations,\nproducts and customers are subject to numerous and evolving federal, state, local and foreign laws and regulations relating to, among other things, vehicle safety, emissions, fuel economy and

\nelectrification standards, environmental protection, worker health and safety, product performance and certification requirements, trade and export controls, labor and employment matters and\nother regulatory requirements applicable to passenger and commercial vehicle suppliers. Compliance with these laws and regulations requires significant ongoing expenditures for engineering, testing, certification and administrative activities, and\nmay increase our operating costs or require modifications to our products and manufacturing processes.

Changes in\nenvironmental, emissions and fuel economy regulations, including increasingly stringent greenhouse gas and carbon reduction standards in the United States, Europe and Asia-Pacific, could require us to develop new technologies, redesign existing\nproducts or accelerate investments in electrification solutions. While certain regulatory developments may increase demand for electrified power management and vehicle efficiency technologies, regulatory uncertainty, delays in implementation or\nshifts in governmental priorities could also adversely affect market demand, product adoption rates or program timing.

Evolving emissions, fuel economy, safety and electrification standards may alter OEM product strategies and vehicle\narchitecture decisions, which could affect the mix of propulsion technologies and components demanded in the markets we serve. Changes in regulatory requirements may accelerate or slow the adoption of electrified propulsion systems or other\ntechnologies, potentially reducing demand for certain products while increasing demand for others. Divergent or inconsistent regulatory regimes across jurisdictions may increase engineering complexity, compliance costs and operational\ninefficiencies.

We are also subject to trade regulations, tariffs, customs requirements and export control laws that\naffect the sourcing of components, cross-border shipments and sales into certain markets. Changes in trade policy, the imposition of new tariffs or sanctions or restrictions on the transfer of technology could increase costs, disrupt supply chains\nor limit access to key markets.

In addition, new or evolving regulations relating to cybersecurity, data privacy and\nvehicle connectivity may impose additional compliance obligations, including with respect to certain of our electrified and electronically controlled systems. Failure to comply with such requirements could result in penalties, litigation or\nrestrictions on product sales.

Compliance with existing and future regulatory requirements may require significant\nmanagement attention and financial resources and could adversely affect our competitive position, profitability or growth prospects.

We are subject to extensive environmental, health and safety laws and regulations, and compliance with these requirements may result in\nsignificant costs and liabilities.

Our manufacturing operations involve the use of metals, chemicals, coatings and\nother materials that are subject to environmental, health and safety regulations in the jurisdictions in which we operate. These regulations govern, among other things, emissions to air and water, hazardous waste handling, generation,\ntransportation, and disposal, chemical usage, worker safety, site investigation and remediation, and permitting, reporting and other environmental, health and safety compliance obligations.

Compliance with environmental and safety regulations requires ongoing capital expenditures, operational controls, monitoring\nand reporting. Regulatory requirements may become more stringent over time, resulting in increased compliance costs or the need for facility upgrades. In addition, we may incur liabilities related to historical operations, including contamination or\nremediation obligations. We may be identified as a potentially responsible party in connection with sites designated for cleanup under the U.S. federal Comprehensive Environmental Response, Compensation, and Liability Act or similar state laws that\nimpose joint and several liability on responsible parties, including past and present owners and operators, regardless of fault, for the remediation of contaminated sites, and we may be subject to third-party claims for personal injury, property\ndamage or natural resource damages arising from past or present environmental contamination or exposure to hazardous substances.

Failure to comply with applicable environmental, health or safety\nregulations could result in fines, penalties, remediation costs, natural resource damages, operational restrictions, permit modifications or revocations or plant shutdowns. Environmental incidents or workplace safety events may also result in\nreputational harm and increased insurance costs. Such matters could materially adversely affect our financial condition, results of operations and cash flows.

Risks Relating to Our Securities

Our certificate of incorporation will include exclusive forum provisions, which could limit stockholders’ ability to obtain a\nfavorable judicial forum for disputes with us or our directors, officers or employees.

Our certificate of\nincorporation will require that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, will be the sole and exclusive forum for (a) any\nderivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of fiduciary duty owed by, or other wrongdoing by, any of our directors, officers, employees or stockholders, (c) any action asserting a\nclaim arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery, (d) any action asserting a claim governed by the internal affairs doctrine,\nor (e) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL (in each case subject to the court having personal jurisdiction). Our certificate of incorporation will also require\nthat, unless we consent in writing to the selection of an alternative forum, the federal district courts will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Such\nexclusive forum provision will not apply to any action or proceeding asserting a claim under the Exchange Act.

The\nenforceability of similar choice-of-forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible\nthat, in connection with claims arising under federal securities laws or otherwise, a court could find the exclusive forum provision contained in our certificate of incorporation to be inapplicable or unenforceable. The exclusive forum provisions in\nour certificate of incorporation may limit the ability of a stockholder to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees and result in increased costs for a stockholder\nto bring such a claim, which may discourage such lawsuits. Alternatively, if a court were to find the exclusive forum provisions contained in our certificate of incorporation to be inapplicable to, or unenforceable in respect of, one or more of the\nspecified types of actions or proceedings mentioned above, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition and results of\noperations. In addition, stockholders who do bring a claim in a state or federal court located within the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware.\nFurthermore, the court located in the State of Delaware may reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more\nfavorable to us than to our stockholders. We also note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder, and that Section 22 of the Securities Act creates concurrent jurisdiction for\nfederal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Our Certificate of Incorporation and Bylaws will contain certain provisions that may discourage, delay or prevent a change of control or\nchanges to our board of directors or management.

Our Certificate of Incorporation and Bylaws will contain certain\nprovisions that may discourage, delay or prevent a change of control with respect to us or changes to our board of directors or management following the consummation of the Transactions. These provisions are expected to discourage coercive takeover\npractices or inadequate takeover bids. However, they may also discourage, prevent or delay acquisitions that our board of directors deems undesirable but that some stockholders may favor and therefore may make our securities less\n

\nattractive to investors or may depress the trading price of our common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors\nwho are not nominated by the then-current members of our board of directors.

Such provisions, including those governing\nthe nomination of directors, limiting who may call special stockholders’ meetings and eliminating stockholder action by written consent, may make it more difficult for other persons, without the approval of our board of directors, to make a\ntender offer or otherwise acquire substantial amounts of common stock or to launch other takeover attempts that a stockholder might consider to be in such stockholder’s best interest. See “Description of Capital Stock.”

General Risks

Greenhouse gas\nregulation and physical environmental effects of global increases in greenhouse gas emissions could increase our operating costs and materially adversely affect demand for our products.

There is global scientific consensus that emissions of greenhouse gases (“GHG”) continue to alter the composition\nof Earth’s atmosphere. These considerations may lead to new and/or intensifying international, national, regional, or local legislative or regulatory responses. The regulation of GHG emissions from certain stationary or mobile sources, or the\nimposition of obligations to report and disclose certain emissions data, or carbon pricing mechanisms, could result in additional costs to us in the form of taxes or emission allowances, facilities improvements, and energy costs, which would\nincrease our operating costs through higher utility, transportation, and materials costs.

Because the impact of any\nfuture GHG-related legislative, regulatory, or product standard requirements on our global businesses and products is dependent on the timing and design of mandates or standards, we are unable to predict their\npotential impact at this time. Emissions standards applicable to the vehicles into which our products are incorporated, including fuel economy and tailpipe emissions requirements, may also alter the type and mix of vehicles our customers produce.\nSuch requirements may materially adversely affect the demand for our products and the cost, production, sales, and our results of operations.

The potential physical effects of changing environmental conditions on our facilities, suppliers, and customers, and therefore\non our operations, are highly uncertain and will be particular to the circumstances developing in various geographic regions. These may include extreme weather events and long-term changes in temperature levels and water availability. These\npotential physical effects may materially adversely affect the demand for our products and the cost, production, sales, and our results of operations.

Increased scrutiny from the public, investors, customers, employees and other stakeholders regarding our environmental, social and\ngovernance practices could impact our reputation, stock price and access to capital.

Public companies are subject\nto increasing scrutiny from investors, customers, employees, regulators, media organizations and other stakeholders regarding environmental, social and governance (“ESG”) matters, including greenhouse gas emissions, safety, standards of\nbusiness conduct, supply chain practices, human capital management, corporate governance and sustainability-related goals and disclosures. These expectations may continue to evolve and may not be consistent across stakeholder groups. For example, an\nincreasing number of stakeholders, regulators and lawmakers have expressed or pursued contrary views towards ESG initiatives, including the proposal or enactment of “anti-ESG” policies,\nlegislation, executive orders or initiatives, the issuance of related legal opinions and related litigation and enforcement. If our ESG practices, disclosures, goals or initiatives do not meet stakeholder expectations, or are perceived not to meet\nthose expectations, our reputation and relationships with customers, suppliers, employees and investors may be harmed. In addition, organizations that inform investors on ESG matters have developed rating systems for evaluating companies, and\nunfavorable ratings or negative investor sentiment regarding our ESG practices could negatively impact the market price of our common stock and our ability to access capital at competitive prices. Any failure, or perceived failure, to respond to pro- or anti-ESG concerns could harm our business and reputation.

Our insurance coverage may not be adequate to protect us from all potential losses,\nand we may experience increases in insurance costs or reductions in coverage availability.

We maintain insurance\ncoverage for various risks, including product liability, recall, class actions, property damage, business interruption and cybersecurity incidents. However, insurance policies are subject to deductibles, exclusions, coverage limits and other terms\nthat may limit recovery. Certain types of losses, including large-scale recalls, environmental liabilities or cyber incidents, may exceed available coverage or may not be fully covered.

Insurance premiums have increased in recent years in response to industry trends and claims experience. Future increases in\npremiums or reductions in coverage availability could increase our cost of risk management. In addition, insurers may dispute coverage for certain claims, leading to delays in recovery or litigation. If we incur losses that are not fully covered by\ninsurance, or if insurance coverage becomes prohibitively expensive or unavailable, our financial condition, results of operations and cash flows could be materially adversely affected.

Our working capital requirements may negatively affect our liquidity.

Our working capital requirements can vary significantly depending in part on the level, variability and timing of our\ncustomers’ orders and production schedules and the availability of raw materials and components from our suppliers. As production volumes increase, our working capital requirements to support those higher volumes generally increase. If our\nworking capital needs exceed our cash flows from operations, we would look to our cash and cash equivalents balances and available capacity under our credit facilities, as well as other potential sources of capital, which may not be available on\nsatisfactory terms or in adequate amounts. An inability to fund our working capital requirements could materially adversely affect our liquidity, financial condition and results of operations.

We participate in certain multi-employer pension plans that are not fully funded, which could result in additional liabilities and\nincreased contributions.

Dana contributes, and the combined company will contribute, to certain multi-employer\ndefined benefit pension plans for certain of our union-represented employees in the U.S. and other countries in accordance with our collective bargaining agreements. Contributions are and will be based on hours worked except in cases of layoff or\nleave where we generally contribute based on 40 hours per week for a maximum of one year. We could be held liable to the plans for our obligation, as well as those of other employers, due to our participation in the plans. Contribution rates could\nincrease if the plans are required to adopt a funding improvement plan, if the performance of plan assets does not meet expectations or as a result of future collectively bargained wage and benefit agreements.

Changes in interest rates and asset returns could increase our pension and other postretirement benefit funding obligations and reduce\nour profitability.

Each of the Mobility Business and Dana has, and the combined company will have, unfunded\nobligations under certain of our defined benefit pension and other postretirement benefit plans. The valuation of our future payment obligations under the plans and the related plan assets are subject to significant adverse changes if the credit and\ncapital markets cause interest rates and projected rates of return to decline. Such declines could also require us to make significant additional contributions to our pension plans in the future. A material increase in the unfunded obligations of\nthese plans could also result in a significant increase in our pension expense in the future.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS\n

This proxy statement/prospectus, including information incorporated by reference into this proxy\nstatement/prospectus, includes “forward-looking statements” that are not historical. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”\n“anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,”\n“plan,” “may,” “could,” “should,” “will,” “would,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking\nstatements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed Transactions, the ability of the parties to complete the proposed Transactions, the\nexpected benefits of the proposed Transactions, including future financial and operating results and strategic and synergistic benefits, the tax consequences of the proposed Transactions, and the combined company’s plans, objectives,\nexpectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

Important factors that could cause actual results to differ materially from such plans, estimates or expectations include,\namong others:

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the ability to complete the proposed Transactions on the timeframe or on the terms currently anticipated or at\nall, including due to a failure to obtain requisite stockholder and/or regulatory approvals;

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risks related to difficulties, inabilities or delays in integrating the businesses of Dana and SpinCo;\n

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the ability to realize the anticipated benefits of the proposed Transactions, including estimated combined\nEBITDA, estimated combined revenue and estimated run-rate cost synergies;

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potential impact of the announcement or consummation of the proposed Transactions on Eaton’s and\nDana’s stock prices;

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restrictions on the conduct of Eaton’s and Dana’s respective businesses prior to closing and on\neach of their ability to pursue alternatives to the proposed Transactions;

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the possibility that the proposed Transactions may be more expensive to complete than anticipated, including\nas a result of unexpected factors or events, or unforeseen or unknown liabilities;

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the ability of the combined company to implement its business strategy;

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the inability of the combined company to retain and hire key personnel;

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the occurrence of any event that could give rise to termination of the proposed Transactions;\n

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the risk that stockholder litigation in connection with the proposed Transactions or other litigation,\nsettlements or investigations may affect the timing or occurrence of the proposed Transactions or result in significant costs of defense, indemnification and liability;

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risks relating to the ability to obtain financing for the Transactions upon acceptable terms or at all;\n

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evolving legal, regulatory and tax regimes;

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changes in general economic or industry specific conditions;

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global economic repercussions related to U.S. and global inflationary pressures and potential recessionary\nconcerns;

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the risks that the anticipated tax treatment of the proposed Transactions is not obtained;\n

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the risk of greater than expected difficulty in separating the Mobility Business from the other businesses of\nEaton;

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risks related to the disruption of management time from ongoing business operations due to the pendency of the\nproposed Transactions, or other effects of the pendency of the proposed Transactions on the relationship of any of the parties to the transaction with their employees, customers, suppliers, or other counterparties; and

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other risk factors detailed from time to time in Eaton’s and Dana’s reports filed with the SEC,\nincluding Eaton’s and Dana’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K\nand other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed Transactions.

In light of these risks, uncertainties, assumptions and other factors, the forward-looking statements discussed in this proxy\nstatement/prospectus may not occur. Other unknown or unpredictable factors could also have a material adverse effect on each of Eaton’s, SpinCo’s and Dana’s actual future results, performance, or achievements. For a further\ndiscussion of these and other risks and uncertainties, see the section of this proxy statement/prospectus entitled “Risk Factors.” Any forward-looking statements speak only as of the date of this proxy statement/prospectus. None of\nEaton, Dana or SpinCo undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are\ncautioned not to place undue reliance on any of these forward-looking statements.

NON-GAAP FINANCIAL\nMEASURES

This proxy statement/prospectus includes certain financial information of the Mobility Business that differs\nfrom what is reported in accordance with GAAP. The non-GAAP financial measure included in this proxy statement/prospectus is adjusted EBITDA. For these purposes, adjusted EBITDA is defined as net income before\ninterest, income taxes, depreciation, amortization, restructuring program charges, and acquisition integration and divestiture charges.

SpinCo has not previously operated as a standalone company and, accordingly, SpinCo’s management has not historically\nused adjusted EBITDA, or any other non-GAAP financial measure, in monitoring or evaluating the performance of SpinCo on a standalone basis. As described in Note 18 to the combined financial statements of SpinCo included elsewhere in this proxy\nstatement/prospectus, the chief operating decision maker uses net income to assess the performance of the Mobility Business and to determine resource allocations, and does not use adjusted EBITDA for those purposes. Adjusted EBITDA is included in\nthis proxy statement/prospectus because Eaton and SpinCo believe it provides investors with additional useful information to measure the performance of the Mobility Business. In particular:

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Comparability of results across periods. Restructuring program charges were $31 million, $65 million\nand $13 million, and acquisition integration and divestiture charges were $23 million, $10 million and $34 million, in 2025, 2024 and 2023, respectively. These charges vary with the timing of Eaton’s restructuring initiatives and acquisition\nand divestiture activity rather than with the commercial performance of the Mobility Business. Excluding them permits investors to compare results from period to period on a more consistent basis and to identify underlying trends.\n

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Effect of Eaton’s tax position and capital structure. Income taxes reflected in SpinCo’s\ncombined financial statements were determined on a standalone basis as if SpinCo were a separate taxpayer in each country in which it operates, and do not reflect the legal entity structure, tax attributes or financing arrangements that the combined\ncompany will have following the Distribution and the Closing. The periods presented likewise reflect net interest income arising under Eaton’s cash management arrangements, and do not reflect the interest expense that SpinCo and the combined\ncompany will incur on the indebtedness to be incurred in connection with the Transactions, including to fund the SpinCo Cash Payment. Excluding these items permits investors to evaluate operating performance separately from a capital structure and\ntax profile that will change as a result of the Transactions.

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Effect of non-cash charges. Depreciation and amortization are non-cash charges that reflect the\nhistorical cost of property, plant and equipment and of intangible assets recognized in acquisitions completed by Eaton, rather than current operating activity. Excluding these non-cash charges permits investors to assess the operating performance\nof the Mobility Business.

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Comparison to other companies in the industry. Adjusted EBITDA is used by securities analysts and\ninvestors in evaluating the financial performance of Tier 1 automotive suppliers. Presenting adjusted EBITDA of the Mobility Business permits investors to consider the Mobility Business alongside other companies in the industry, subject to\ndifferences in the method of calculation.

Adjusted EBITDA is not a recognized term under GAAP and\nshould not be considered in isolation or as a substitute for, or superior to, net income (loss) derived in accordance with GAAP or any other generally accepted accounting principles. The use of the term “adjusted EBITDA” may not be\ncomparable to similarly titled measures used by other companies or persons due to potential differences in the method of calculation.

Adjusted EBITDA has limitations as an analytical tool. For example:

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it does not reflect changes in, or cash requirements for, the Mobility Business’ working capital needs;\n

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it does not reflect interest expense or the cash requirements necessary to service the indebtedness that\nSpinCo and the combined company will incur in connection with the Transactions;

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it does not reflect the Mobility Business’ tax expense or the cash requirements to pay its taxes;\n

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it does not reflect the historical cash expenditures or future requirements for capital expenditures or\ncontractual commitments;

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it does not reflect certain non-cash expenses, such as depreciation and amortization; and\n

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it does not reflect any cash requirements for future replacements of assets that are being depreciated and\namortized.

You should compensate for these limitations by relying primarily on the financial statements\nof SpinCo that are included in this proxy statement/prospectus, and using adjusted EBITDA only as a supplement to evaluate the performance of the Mobility Business. For reconciliation of adjusted EBITDA to the most directly comparable GAAP measure,\nsee “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measure.”

INFORMATION ABOUT THE SPECIAL MEETING

This proxy statement/prospectus is furnished in connection with the solicitation of proxies by the Dana board for use at the\nSpecial Meeting to be held on December 7, 2026. When this proxy statement/prospectus refers to the Special Meeting, it is also referring to any adjournments or postponements of the Special Meeting. Dana intends to begin mailing this proxy\nstatement/prospectus, the attached Notice of Special Meeting and the accompanying proxy card on or about , 2026.

Date, Time and Place of\nthe Special Meeting

The Special Meeting will be held on December 7, 2026 at 8:30 a.m., Eastern Time, exclusively via\nInternet at www.virtualshareholdermeeting.com/DAN2026SM.

To attend the Special Meeting, you must be a registered holder\nof Dana common stock as of the Record Date, or, if your shares are held through a bank, broker or other nominee, you must obtain a legal proxy from such holder and follow the instructions set forth in this proxy statement/prospectus.

Purpose of the Special Meeting

At the Special Meeting, Dana’s stockholders entitled to vote at the Special Meeting will be asked to consider and vote on\nthe Merger Proposal and the Adjournment Proposal.

APPROVAL OF THE MERGER PROPOSAL IS REQUIRED FOR COMPLETION OF THE MERGERS.

THE DANA BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE MERGER AND UNANIMOUSLY RECOMMENDS THAT DANA STOCKHOLDERS VOTE\n“FOR” THE MERGER PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

Record Date and Outstanding Shares

The Dana board has fixed the close of business on October 15, 2026 as the Record Date. Only stockholders of record as of the\nclose of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Each share of Dana common stock entitles the holder to one vote on each of the proposals to be\nconsidered at the Special Meeting.

As of the close of business on the Record Date, there were 99,837,574 shares of Dana\ncommon stock outstanding and entitled to vote at the Special Meeting.

Dana will have a list of stockholders who can vote\navailable for inspection by stockholders for 10 days prior to the Special Meeting, during regular business hours at Dana’s Law Department, 3939 Technology Drive, Maumee, Ohio 43537.

Record holders of Dana common stock on the Record Date may vote their shares of Dana common stock in person via the Internet\nat the Special Meeting or by proxy as described below under “The Special Meeting—Voting by Proxy or while attending the Special Meeting.”

Quorum

There were\n99,837,574 shares of Dana common stock issued and outstanding as of the close of business on the Record Date. The holders of a majority in total voting power of the outstanding shares of Dana common stock as of the Record Date, present virtually or\nrepresented by proxy, or 49,918,788 shares, shall constitute a quorum for the transaction of any business at the Special Meeting. A quorum must exist to conduct business at

\nthe Special Meeting. If you are a Dana stockholder and you vote (a) via the Internet (by accessing the website listed on their proxy card), (b) by telephone (by calling the toll-free number\nlisted on their proxy card) or (c) by mail using a paper proxy card, then your shares of Dana common stock will be counted as part of the quorum. If you are a “street name” holder of shares of Dana common stock and you provide your\nbroker, bank or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares and you do not provide your broker, bank or other nominee with\nvoting instructions, then your shares will not be counted as present in determining the presence of a quorum. Once a share is represented for any purpose at the Special Meeting, it is deemed present for quorum purposes for the remainder of the\nSpecial Meeting and for any adjourned Special Meeting. All shares of Dana common stock represented and entitled to vote at the Special Meeting, including shares of Dana common stock that are represented by proxy but that vote to abstain, will be\ntreated as present for purposes of determining the presence or absence of a quorum.

Required Vote

Holders of record as of the close of business on the Record Date may vote “FOR,” “AGAINST” or\n“ABSTAIN” with respect to each proposal. There will not be any broker non-votes at the Special Meeting because each of the proposals to be presented at the Special Meeting is considered\nto be “non-routine.”

Merger Proposal. Where a quorum is\npresent, the affirmative vote of the holders of a majority of the outstanding shares of Dana common stock entitled to vote thereon as of the Record Date is required to approve the Merger Proposal. Assuming a quorum is present, abstentions from\nvoting and failures to vote (including failure to instruct your bank, broker or other nominee on how to vote your shares of Dana common stock) will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

Adjournment Proposal. Where a quorum is present, the affirmative vote of the holders of a majority of the voting power\nof the outstanding shares of Dana common stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon is required to approve the Adjournment Proposal. Assuming a quorum is present, failures to vote (including\nfailure to instruct your bank, broker or other nominee on how to vote your shares of Dana common stock) will have no effect on the approval of the Adjournment Proposal and abstentions from voting will have the same effect as a vote\n“AGAINST” the approval of the Adjournment Proposal.

The Mergers will not occur unless the Merger\nProposal is approved. Approval of each proposal is not conditioned on the approval of any other proposal.

Voting by Proxy or while attending the\nSpecial Meeting

Giving a proxy means that a Dana stockholder authorizes the persons named in the enclosed proxy card\nto vote his or her shares at the Special Meeting in the manner such stockholder directs. A Dana stockholder may cause his or her shares to be voted by granting a proxy in advance of the Special Meeting.

Dana stockholders may vote their shares as follows:

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Internet-going to the website printed on the enclosed proxy card (www.proxyvote.com)\nand following the instructions outlined on the secured website using certain information provided on the front of the proxy card. If you vote via the Internet, there is no need to mail in your proxy card.

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Telephone-calling the toll-free number that is listed on the enclosed proxy card\n(1-800-690-6903). Please follow the instructions on your proxy card. If you vote using the telephone, there is no need to mail in your proxy card.

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Proxy Card-completing, signing, dating and mailing the proxy card and returning it in the postage-paid, self-addressed envelope provided.

Submitting a proxy via the Internet or by telephone provides the same\nauthority to vote shares as if the stockholder had returned his or her proxy card by mail.

If you are a stockholder of\nrecord and you properly complete, sign and return your proxy card, each properly signed proxy card received prior to the Special Meeting and not revoked before exercised at the Special Meeting will be voted at the Special Meeting according to the\ninstructions indicated on the proxy card or, if no instructions are given on a properly signed proxy, the shares represented by such proxy will be voted as the Dana board recommends, which is “FOR” the Merger Proposal and\n“FOR” the Adjournment Proposal.

Dana requests that Dana stockholders complete, date and sign the\naccompanying proxy card and return it to Dana in the enclosed postage-paid, self-addressed envelope or submit the proxy by telephone or via the Internet as soon as possible.

Neither the Merger Proposal nor the Adjournment Proposal is a routine matter, and as a result, banks, brokers and other\nnominees do not have discretionary authority to vote on these matters. If a Dana stockholder’s shares are held in “street name” by a broker, bank or other nominee, such stockholder must obtain a voting instruction form from the\nbank, broker or other nominee that holds such shares and follow the voting instructions given by that bank, broker or other nominee. This is different from the discretionary authority discussed above relating to stockholders of record and their\ndelivery of properly signed proxy cards without specified instructions.

If a holder of Dana common stock plans to attend\nthe Special Meeting and wishes to vote while attending the Special Meeting, such holder will be able to do so. If a Dana stockholder’s shares are held in “street name” (through a bank, broker or other nominee), such stockholder\nmust obtain a legal proxy from the record holder to vote such shares while attending the Special Meeting. Whether or not a Dana stockholder plans to attend the Special Meeting in person, Dana requests that each Dana stockholder complete, sign, date\nand return the enclosed proxy card in the enclosed postage-paid, self-addressed envelope, or submit a proxy through the Internet or by telephone as described in the instructions accompanying this proxy statement/prospectus as soon as possible. This\nwill not prevent any Dana stockholder from voting while attending the Special Meeting but will assure that such stockholder’s vote is counted if such stockholder is unable to attend the Special Meeting in person.

Revocability of Proxies and Changes to a Dana Stockholder’s Vote

Holders of Dana common stock may revoke their proxies and change their votes at any time prior to the time their shares are\nvoted at the Special Meeting. A Dana stockholder can revoke his or her proxy or change his or her vote by:

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voting again via the Internet or by telephone (prior to or at 11:59 p.m., Eastern Time), since only the latest\nvote will be counted; or

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signing and returning, prior to the prior proxy’s exercise at the Special Meeting, another proxy card\nthat is dated after the date of the first proxy card.

Beneficial holders of Dana common stock who hold\nshares in “street name” should contact their broker, bank or other nominee for instructions on how to revoke their proxies. Simply attending the Special Meeting will not revoke a proxy.

Solicitation of Proxies

This proxy statement/prospectus is being furnished in connection with the solicitation of proxies by the Dana board. All costs\nof soliciting proxies, including reimbursement of fees of certain brokers, fiduciaries and nominees in obtaining voting instructions from beneficial owners and the preparation, assembly, printing and mailing of this proxy statement/prospectus and\nany additional materials furnished to Dana stockholders, will be borne by Dana.

In addition, Dana has retained Innisfree to assist in the solicitation of\nproxies for a fee of approximately $150,000, plus additional fees to be determined at the conclusion of the solicitation and reimbursement of reasonable expenses. Dana has also agreed to indemnify Innisfree for certain liabilities related to its\nengagement.

Proxies may be solicited by mail, telephone, facsimile and other forms of electronic transmission and may\nalso be solicited by directors, officers and other employees of Dana without additional compensation. Copies of solicitation materials will be furnished to banks, brokerage houses and other agents holding shares in their names that are beneficially\nowned by others so that they may forward these solicitation materials to these beneficial owners. In addition, if asked, Dana will reimburse these persons for their reasonable expenses in forwarding the solicitation materials to the beneficial\nowners. Dana has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares they hold of record.

Certain Ownership of Dana Common Stock

As of the close of business on the Record Date, Dana’s directors and executive officers beneficially owned approximately\n1,561,423 shares of Dana common stock, representing, in the aggregate, approximately 1.6% of the shares of Dana common stock outstanding as of such date.

Dana currently expects that each of its directors and executive officers will vote their shares of Dana common stock\n“FOR” the Merger Proposal and “FOR” the Adjournment Proposal, although none of them have entered into an agreement requiring them to do so.

Other Matters

As of the\ndate of this proxy statement/prospectus, the Dana board is not aware of any other matters that will be presented for consideration at the Special Meeting other than as described in this proxy statement/prospectus.

This proxy statement/prospectus and the proxy card are first being sent to Dana stockholders on or about\n , 2026.

The matters to be considered at the Special Meeting are of great importance to\nDana stockholders. Accordingly, Dana stockholders are urged to read and carefully consider the information presented in this proxy statement/prospectus and the attachments hereto, and to complete, date, sign and promptly return the enclosed proxy\ncard in the enclosed postage-paid, self-addressed envelope, or vote via the Internet or by telephone, following the instructions on the enclosed proxy card.

INFORMATION ABOUT DANA

Information about Dana

Dana is a world leader in providing power-conveyance and energy-management solutions for\non-highway vehicles. Dana’s portfolio improves the efficiency, performance and sustainability of light and commercial vehicles. From axles, driveshafts, transmissions, sealing and thermal products to\nelectrification products including motors, inverters, controllers, e-sealing, e-thermal and digital solutions, Dana enables the propulsion of internal combustion engine,\nhybrid and electric-powered vehicles by supplying nearly every major on-highway vehicle manufacturer in the world. As of March 31, 2026, Dana employed approximately 26,900 people and operated in 24\ncountries.

Dana’s technologies include drive systems (axles, driveshafts and transmissions); electrodynamic\ntechnologies (motors, inverters, software and control systems, battery-management systems and fuel cell plates); sealing solutions (gaskets, seals, cam covers and oil pan modules); thermal-management technologies (transmission and engine oil\ncooling, battery and electronics cooling, charge air cooling and thermal-acoustical protective shielding); and digital solutions (active and passive system controls and descriptive and predictive analytics). Dana serves its global light vehicle and\nmedium/heavy vehicle markets through two business units – Light Vehicle Drive Systems (Light Vehicle) and Commercial Vehicle Drive and Motion Systems (Commercial Vehicle). Dana has a diverse customer base and geographic footprint which\nminimizes its exposure to individual market and segment declines. In fiscal year 2025, 60% of Dana’s sales came from North American operations and 40% from operations throughout the rest of the world. Dana’s sales by operating segment\nwere Light Vehicle – 70% and Commercial Vehicle – 30%.

Dana is headquartered in Maumee, Ohio, and was\nincorporated in Delaware in 2007. Its principal executive office is at 3939 Technology Drive, Maumee, OH 43537. Dana’s common stock is listed on the NYSE under the ticker symbol “DAN.”

The foregoing information concerning Dana does not purport to be complete. Certain additional information relating to\nDana’s business and operations is incorporated by reference in this document from other documents filed by Dana with the SEC and listed under “Where You Can Find Additional Information; Incorporation by Reference” on page 251. If\nyou desire copies of any of these documents, you may contact Dana at its address and phone number indicated under “Where You Can Find Additional Information; Incorporation by Reference” on page 251.

INFORMATION ABOUT EATON AND MERGER SUB

Information about Eaton

Eaton is an Irish public limited company and an intelligent power management company dedicated to protecting the environment\nand improving the quality of life for people everywhere. Eaton makes products for the data center, utility, industrial, commercial and institutional, machine building, residential, aerospace and mobility markets. By capitalizing on the global growth\ntrends of electrification and digitalization, Eaton is helping to solve the world’s most urgent power management challenges and building a more sustainable society for people today and generations to come. Founded in 1911, Eaton has\ncontinuously evolved to meet the changing and expanding needs of its stakeholders. With revenues of $27.4 billion in 2025, the company serves customers in 180 countries.

Eaton’s principal executive offices are located at Eaton House, 30 Pembroke Road, Dublin 4, Ireland, D04 Y0C2 and its\ntelephone number is +(353) 1637 2900. Eaton’s website address is eaton.com. The website address is for information only and is not intended to be an active link or to be incorporated by reference into or part of this proxy\nstatement/prospectus.

Eaton employed approximately 107,623 people worldwide as of June 30, 2026.

Eaton is subject to the information and reporting requirements of the Exchange Act and, in accordance therewith, files annual,\nquarterly and current reports, proxy statements and other information with the SEC. Those reports, proxy statements and other information contain additional information relating to Eaton’s business, management, executive officer and director\ncompensation, voting securities and certain relationships and related party transactions. Eaton’s filings with the SEC are available to the public at the SEC’s website, www.sec.gov. None of Eaton’s filings with the SEC are\nincorporated by reference into, or otherwise constitute a part of, this proxy statement/prospectus.

Information About\nMerger Sub

Merger Sub is a direct, wholly owned subsidiary of SpinCo. Merger Sub was incorporated in the State of\nDelaware on May 22, 2026 for the purpose of merging with and into Dana in the Merger. Merger Sub has not carried on any activities other than in connection with the Merger Agreement.

Information About Second Merger Sub

Second Merger Sub was, or will be, formed as a Delaware limited liability company and a direct wholly owned subsidiary of\nSpinCo prior to the Effective Time for purposes of effecting the Second Merger.

INFORMATION ABOUT THE MOBILITY BUSINESS

On January 26, 2026, Eaton Corporation plc announced its intent to pursue a separation of its Mobility Business from\nEaton. On June 10, 2026, Eaton signed a definitive agreement with Dana Incorporated to combine the Mobility Business with Dana in a Reverse Morris Trust (“RMT”) transaction. The RMT transaction is expected to close in the first four\nmonths of 2027, subject to various customary closing conditions under the Merger Agreement, including, among others, approval by Dana stockholders, receipt of regulatory approval and other customary closing conditions.

SpinCo was incorporated in the State of Delaware for the purpose of holding the Mobility Business in connection with the\nRestructuring and the Distribution. Prior to the contribution of the Mobility Business to Mobility pursuant to the Restructuring, which will occur prior to the Distribution, Mobility will have no operations. Following the Distribution, Mobility\nexpects its common stock to trade on the NYSE under the ticker symbol “DAN”.

The Mobility Business

The Mobility Business is a global mobility and engineered-systems partner serving commercial vehicle, passenger vehicle and\naftermarket customers worldwide. The company designs and manufactures mission-critical powertrain, drivetrain, engine, air management, electrical and electronic components and systems that safely, efficiently and reliably create, manage, and deliver\nmechanical and electrical power across vehicles. It operates across the propulsion spectrum, from internal combustion, to hybrid, to fully electric, to support customers with a portfolio of differentiated solutions. The Mobility Business sells\ndirectly to virtually all major global vehicle OEMs, including leading truck manufacturers, large automotive OEMs and Tier 1 system integrators.

The Mobility Business’ value proposition is built on solving customers’ complex mobility and power management\nchallenges with highly engineered, application-specific solutions amid evolving regulatory demands, vehicle performance requirements, emissions targets, safety mandates and total cost of ownership objectives. Its portfolio helps customers manage and\ndeliver power on-road and off-road, spanning transmissions, clutches, differentials and engine air management to power distribution, protection, connectors and\nhigh-voltage conversion.

The Mobility Business has more than 100 years of operating heritage, leveraging deep technical\nexpertise, manufacturing capabilities, global engineering centers of excellence and disciplined operating processes to deliver consistent execution at scale.

In 2025, the Mobility Business generated $3.1 billion in net sales, net income of $175 million and $451 million\nin adjusted EBITDA, representing an approximately 14% adjusted EBITDA margin, supported by a diversified global revenue base and strong positions in several mission-critical product categories. For an explanation and reconciliation of adjusted\nEBITDA to the most directly comparable GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” and “Non-GAAP Financial Measures.” A significant portion of the Mobility Business’ net sales comes from visible, recurring and more profitable aftermarket channels.

The Mobility Business’ global operating model is evident in its geographic sales profile, with approximately 55% of net\nsales generated outside North America. Leveraging a global manufacturing, engineering and commercial footprint, the Mobility Business supports OEM platforms and customers across major vehicle markets around the world. The Mobility Business operates\nglobally across North America, Europe, Asia Pacific and South America. It maintains 27 manufacturing sites and 44 total facilities around the world, including distribution centers, warehouses and research and development (“R&D”)\ncenters. These facilities enable close proximity to customers, compliance with local requirements and resilience against regional demand shifts, trade policy changes and potential supply chain disruptions. The Mobility Business has invested over\n$367 million in R&D over the last three years, supporting continuous innovation across its portfolio.

Excluding the impact of joint ventures, which are not consolidated into net\nsales, no single customer accounted for more than 15% of net sales for the years ended December 31, 2025, 2024 and 2023, reflecting a broad and diversified customer base. For the year ended December 31, 2025, the top five customers\ncollectively accounted for approximately 34% of total net sales. The Mobility Business’ largest customer accounted for approximately 12% of total net sales, and as a key customer of one of the joint ventures, accounted for approximately 19% of\nnet sales including its joint ventures.

Products

The Mobility Business’ product portfolio spans four major categories:

Powertrain and Drivetrain Components: The Mobility Business is a producer of manual and automated transmissions for\ncommercial vehicles, particularly heavy-duty and medium-duty commercial vehicles, along with related clutch systems, differentials and gearing solutions; these core competencies in powertrain and drivetrain components can be utilized to expand\nfurther into electric vehicles. The Mobility Business is a North America Class 8 and South America commercial truck transmissions supplier. The Mobility Business also supplies mechanical locking differentials for light vehicle platforms and\nperformance gearing for off-road and specialty applications. These products manage mechanical power transfer in vehicles, delivering reliability and efficiency. Additionally, the Mobility Business partners in\njoint ventures with Fast Gear (clutches and light duty transmissions) and Cummins (automated transmissions).

Engine,\nAir Management and Components: The Mobility Business designs and manufactures engine valves, engine brake systems, valve actuation systems and lifters, superchargers and fuel evaporative emissions management parts. It pioneered the 1.5-stroke high-power engine brake and remains a leading engine brake, engine valve, valve actuation systems and supercharger provider globally. The Mobility Business supplies customers across North America, South\nAmerica, Europe and Asia Pacific, and maintains a joint venture with NITTAN Corporation for engine valves and valve actuation components. The Mobility Business maintains one of the most globally diverse engine valve and engine component\nmanufacturing footprints. These components improve engine performance, durability, fuel economy and emissions compliance across commercial and automotive applications.

Electrical and eMobility Products: The Mobility Business provides high-voltage and\nlow-voltage electrical and electronic components for internal combustion, hybrid and electric vehicles. Key offerings include high-voltage, high power connectors, power distribution units, circuit protection\ndevices (including Breaktor resettable circuit protection technology), fuel tank isolation valves (“FTIV^®”) and other components. The company has\n

\nexpanded from pure component supply to system-level solutions, tailoring offerings to customer buying preferences, as some OEMs procure individual components while others seek integrated systems.\n

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The Mobility Business generally provides warranties on its products consistent with\nindustry practice and customer contractual requirements. Warranty periods vary by product and vehicle class. The Mobility Business establishes warranty reserves based on historical experience, product performance data and other relevant factors.\n

History

The\nMobility Business’ history is built on more than a century of vehicle and power management expertise, including continuous innovation in commercial vehicle drivetrain and engine-related technologies. Its heritage is anchored by landmark\nproduct innovations critical to vehicle safety, performance and uptime. Its MLocker locking differential, a mechanically actuated system that delivers consistent torque transfer in low-traction conditions, has\nbeen deployed for decades on high-volume, full-size truck platforms for leading OEMs, reflecting its proven reliability in demanding real-world applications. The Mobility Business’ proprietary Crutonite\nvalve material has advanced engine durability and performance beyond existing alternatives, while the Mobility Business’ TVS Supercharger technology has set a new standard for forced induction efficiency. More recently, the Mobility Business\ndeveloped the Breaktor, the first and only truly resettable high-voltage DC circuit protection device for electric vehicles, consolidating multiple single-use fuses and pyrotechnic disconnects into one\nreusable unit and enabling safer, simpler architectures as battery voltages and charging speeds continue to increase. The Mobility Business also pioneered the 1.5-stroke high-power engine brake, which delivers\nup to 75% more braking power than conventional designs and can eliminate the need for a separate driveline retarder, directly reducing weight, cost and maintenance for customers.

The Mobility Business’ strong technological capabilities have also enabled the development of differentiated digital and\nservice offerings, including the proprietary ServiceRanger diagnostic platform, IntelliConnect remote diagnostics (included with every automated transmission) and the Roadranger field support network. Together, these capabilities have created an\nintegrated aftermarket ecosystem that increases fleet uptime, deepens customer relationships and reinforces switching costs across the installed base.

Its culture of innovation is matched by a track record of operational\nexcellence. The business has consistently led improvement initiatives within the broader Eaton organization, earned numerous awards for world-class manufacturing and environmental sustainability and served as the foundation for operating processes\nsubsequently adopted enterprise-wide.

The Mobility Business maintains several strategic joint ventures that extend its\nreach into markets and product categories where local scale, customer relationships or cost dynamics favor a partnership model: (a) two Fast Gear partnerships in China (clutches and light-duty transmissions), (b) NITTAN (engine valves and\nvalvetrain components) and (c) the Eaton-Cummins Joint Venture (automated transmissions and integrated powertrain solutions for Class 8 trucks). These partnerships broaden the portfolio of the Mobility Business with adjacent offerings,\naccelerate market entry and allow participation in fast-growing markets.

Beyond inorganic growth via partnerships and\njoint ventures, the Mobility Business has also demonstrated the ability to identify and integrate complementary technology businesses, most recently through the acquisition of Royal Power Solutions in 2022. This acquisition meaningfully expanded its\nhigh-voltage, high-power connectors and terminals capabilities for EV applications.

Industry & Competitive Landscape

The Mobility Business participates in the global mobility and vehicle systems industry, supplying components across drivetrain,\nengine and electrical architectures for passenger vehicle and commercial vehicle end-markets, as well as the global aftermarket.

The Mobility Business’ management team estimates that the core product categories collectively represent an\napproximately $57 billion total addressable market, which is expected to grow in the low- to mid-single digits in percentage points through 2030. This estimate is\nconstructed at the product line level across the Mobility Business’ primary product categories: (a) powertrain and drivetrain components, (b) engine, air management and components and (c) electrical and eMobility products. For\neach product line, management derives addressable market values by applying average component or system pricing to finished vehicle production volumes sourced from third-party data providers, including S&P Global Mobility and Knibb,\nGormezano & Partners (“KGP”). Management’s total addressable market calculations exclude the aftermarket business and are therefore considered relatively conservative.

Product Markets

The Mobility Business participates in a broad set of product markets that collectively define its addressable opportunity:

Powertrain and Drivetrain Components: represent core mechanical systems required for both ICE and EV operations across\ncommercial and passenger applications. Management estimates the total addressable market for these products at approximately $27 billion, with expected growth supported by increasing demand for EV gearing and continued strength in commercial\nvehicle transmission platforms.

Engine, Air Management and Components: address performance, durability and\nemissions requirements across internal combustion and hybrid platforms. Management estimates the total addressable market at approximately $4 billion. While overall market growth is expected to be modest, the outlook is supported by\nregulatory-driven demand in North America and incremental growth in emerging markets globally.

Electrical and\neMobility Products: serve the growing need for electrical architecture, power management and system integration across electrified vehicles. Management estimates the total addressable market at approximately $26 billion, with expected\ngrowth tied to increasing alternative propulsion share through hybrid and electric vehicle adoption, driving higher electrical content and more complex power management requirements per vehicle.

These product markets span both legacy and emerging technologies, creating a diversified opportunity set that positions the\nMobility Business to participate in growth across multiple propulsion architectures as vehicle platforms evolve.

End-Market Dynamics

The Mobility Business serves two primary end-markets: (a) passenger vehicle (light trucks, SUVs and cars) and (b) commercial\nvehicle (heavy-duty trucks, medium-duty trucks and buses).

Passenger Vehicle

The passenger vehicle market is influenced by global production cycles and consumer demand, with growth varying by region.\nNear-term volumes remain sensitive to macroeconomic factors such as interest rates, financing availability and consumer confidence, which can affect vehicle affordability and purchasing behavior.

Over the longer term, demand is supported by a large and stable installed base and high vehicle ownership levels in developed\nmarkets. The market is undergoing continued evolution around electrified powertrains, including both battery electric and hybrid vehicles, although adoption is progressing unevenly across regions due to factors such as affordability, charging\ninfrastructure availability and policy support.

In parallel, increasing vehicle digitalization, connectivity and autonomy\nis driving greater system complexity and higher electronics content per vehicle, contributing to demand for more advanced electrical architectures and integrated power management solutions.

Commercial Vehicle

The commercial vehicle market is driven by freight demand, fleet replacement cycles and underlying economic activity, including\nconstruction, infrastructure and industrial output. Demand continues to be supported by structural trends such as the growth of global trade, e-commerce penetration and increasing supply chain complexity,\nwhich drive the need for efficient and reliable transport capacity.

Fleet operators remain highly focused on total cost\nof ownership, including fuel efficiency, uptime and lifecycle maintenance costs, which influences component selection and adoption of more durable and higher-performance systems. Activity across sectors such as construction, energy and logistics\nalso supports ongoing fleet utilization and replacement demand.

The market is gradually transitioning toward electrified\nand hybrid powertrains, although adoption varies by application given range, payload and infrastructure considerations. Higher fuel costs and regulatory pressure can support demand for more fuel-efficient solutions, particularly hybrids and\nalternative propulsion systems, while conventional diesel platforms continue to dominate in many long-haul and heavy-duty use cases.

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Aftermarket

The aftermarket is driven primarily by the installed base of vehicles in operation, including vehicle age, utilization and\ntotal fleet size. Demand is supported by ongoing maintenance and replacement requirements, particularly in commercial and industrial applications where usage intensity is high.

Growth is further supported by increasing vehicle lifespan and rising system complexity, which drive higher-value replacement\nparts and service requirements. Advances in digital diagnostics, predictive maintenance and connected vehicle technologies are also improving service efficiency and expanding the scope of aftermarket offerings.

Compared to OEM production, aftermarket demand tends to be less cyclical and more recurring, providing a more stable and\nresilient source of revenue across economic cycles.

Competition

The Mobility Business competes across a diverse set of end-markets, product categories\nand geographies, and its competitive landscape varies by product line and application. Depending on the specific offering, the business may compete with large global Tier 1 suppliers, smaller specialized component manufacturers or, in certain cases,\ncustomers and suppliers with adjacent capabilities. As a result, it faces a broad and fragmented competitive set, which differs across its product portfolio. A representative, but not comprehensive, list of competitors by major product category is\nprovided below.

Powertrain and drivetrain competitors include global automotive and commercial vehicle suppliers such as\nAllison Transmission, Dauch, Linamar, Magna, ZF and many others. Engine and air management competitors include companies such as BorgWarner Tenneco and various regional suppliers. Electrical and eMobility competitors include companies such as Aptiv,\nLear, TE Connectivity, Valeo and other providers of high-voltage connectors, electrical architecture and other systems. In the aftermarket, the Mobility Business’ competitive set is generally a subset of the OEM competitors listed above, as\nmany of the same suppliers also offer replacement parts and service solutions tied to their respective product categories. In addition, it competes with independent aftermarket distributors and remanufacturers that serve overlapping vehicle\npopulations across its end-markets.

Competition is based on factors such as\nproduct performance, engineering capability, reliability, quality, cost and the ability to deliver integrated, application-specific solutions at scale. Across its end-markets, management believes that the\nMobility Business is well positioned due to its engineering expertise, global footprint, long-standing customer relationships and ability to support customers across both legacy and emerging vehicle technologies.

Competitive Strengths

Management believes that the Mobility Business is well positioned in attractive niches with several competitive strengths,\nincluding:

Innovation Across Mission-Critical Product Categories, Built on Decades of Engineering Investment, Deep Customer Engagement and Breadth\nAcross the Propulsion Spectrum

The Mobility Business is an innovator across several of its core product\ncategories, including commercial truck transmissions and clutches in North America and superchargers, valves and valve actuation technologies globally. The success of the Mobility Business has been built over decades through sustained engineering\ninvestment, early engagement with customers during platform design and development, deep customer specification and qualification requirements inherent in these product categories.

The Mobility Business’ installed base extends well beyond its core\nproduct categories. It supplies engine brakes to some of the largest diesel engine manufacturers in the world. It is one of the world’s most qualitative automotive supercharger producers and operates one of the most globally diverse engine\nvalve manufacturing footprints along with its joint venture partner NITTAN. These positions give the business significant brand recognition and credibility among OEMs and end users, along with cost advantages from manufacturing scale.

The Mobility Business’ product range spans both traditional ICE powertrain components and electrification technologies.\nAs a result, the business is able to support customers regardless of propulsion type and serve as a versatile, integrated partner as OEMs manage mixed fleets and evolving platform architectures. This breadth across the propulsion spectrum\ndifferentiates the business from competitors focused on a single technology and positions the Mobility Business to grow customer relationships through successive vehicle generations.

Deep Technology and Engineering Capabilities that Drive Differentiated, Safety-Critical Solutions Across Legacy and Next-Generation Vehicle Platforms\n

The Mobility Business maintains a significant portfolio of patented technologies, including advanced transmission\ndesigns and proprietary electrical safety solutions engineered specifically for next-generation vehicle platforms. Its engineering teams possess deep domain expertise across mechanical design, power electronics and vehicle-level system integration,\nwith a focus on developing products that address OEMs’ evolving needs around fuel efficiency, emissions control and electrification.

The Mobility Business’ landmark innovations, including the 1.5-stroke high-power\nengine brake, TVS Supercharger technology, Crutonite engine valve material and Breaktor DC circuit protection device, are representative of a broader engineering culture oriented around solving technically complex, safety-critical problems where few\nproven solutions exist in the market today. This capability enables the business to secure and maintain long-term customer relationships built on engineering trust and product reliability.

The Mobility Business also has benefitted from historical technology-sharing synergies with Eaton’s Electrical business,\nparticularly in high-power electronics and grid connectivity. The Mobility Business has invested approximately $367 million in R&D over the last three years and continues to direct a healthy portion of that budget toward incubation of\nnext-generation product platforms.

Global Manufacturing and Distribution Footprint with an\nIn-Region, For-Region Operating Model that Enables Execution at Scale, while Mitigating Trade and Supply Chain Risk

With its manufacturing, engineering and distribution footprint spanning four continents, the Mobility Business is positioned to\nserve vehicle manufacturers worldwide, meet local content requirements and position operations strategically. North America represents approximately half of 2025 net sales, with Europe, Asia Pacific and South America collectively contributing to the\nremainder.

On average, over 80% of the Mobility Business’ production serves the region in which it is manufactured.\nThis creates a natural in-region, for-region operating model that mitigates trade and tariff exposure while retaining the flexibility to redirect capacity across regions\nduring demand surges or supply disruptions. Its South America presence is a compelling example of how the business’ global footprint creates durable competitive advantages. It has operated in the region for decades with four manufacturing\nplants and a dedicated engineering center. The capital investment, tariff structures and regulatory relationships required to replicate this position create meaningful barriers to entry that others have struggled to overcome.

The global footprint is complemented by deep,\nlong-standing relationships with a broad set of blue-chip customers built over decades as part of Eaton, which has resulted in diversified geographic and customer

\nexposure that reduces reliance on any single market and aligns the Mobility Business with growth where it occurs.

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Strategic Joint Ventures and Technology Partnerships that Deepen Customer Integration and Extend\nReach into High-Growth Markets and Adjacent Technologies

The Mobility Business’ customer relationships are\nfurther strengthened through four strategic joint ventures that expand its product capabilities and geographic reach.

The\nEaton-Cummins joint venture integrates the Mobility Business’ transmission technologies with Cummins’ engines to deliver fully integrated powertrain solutions for Class 8 trucks. This enables deeper system-level integration,\nimproves performance and efficiency and leverages both companies’ service networks to enhance customer value. The two Fast Gear joint ventures in China (clutches and light-duty transmissions) provide localized manufacturing and customer access\nin one of the world’s largest and fastest-growing commercial vehicle markets. These joint ventures combine the Mobility Business’ technology with Fast Gear’s scale and customer relationships, enabling it to participate in a market\nthat is difficult to penetrate independently while also supporting global expansion of these product platforms. The NITTAN joint venture expands its position in engine valves and valvetrain components through a globally scaled production and\ndevelopment network. By combining the Mobility Business’ powertrain expertise with NITTAN’s valve technology, the business is able to strengthen its global footprint in a critical engine subsystem and serve OEMs across regions more\neffectively.

Beyond joint ventures, the Mobility Business also leverages selective technology partnerships to access\nadjacent capabilities and accelerate innovation. For example, Bezares Mobile Power extends its offerings into mobile power take-off and hydraulic systems, enabling participation in vocational and specialty\nvehicle applications and broadening the aftermarket portfolio.

Collectively, these joint ventures and partnerships enable the Mobility\nBusiness to broaden its product offering, deepen customer integration and participate in markets and technologies that would be more difficult to access independently, while maintaining a disciplined approach to capital allocation and execution\nrisk.

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Resilient Margin Profile Underpinned By a Growing Aftermarket Platform, Disciplined Operational Improvement and a\nProven Culture of Execution

The Mobility Business has demonstrated the ability to sustain attractive profitability\nthrough multiple economic cycles. This margin profile reflects the business’ focus on engineered, niche product categories where deep technical expertise, high qualification requirements and long-standing customer relationships support durable\nreturns. Meanwhile, margins from the eMobility business have steadily improved as new products scale and the business transitions from the investment phase in these newer product lines to full commercialization.

The Mobility Business’ aftermarket platform further reinforces margin resilience. Aftermarket revenue is recurring,\nhigher-margin and less cyclical than OEM production volumes, providing a stabilizing base of demand that grows with the installed base. The Mobility Business supports customers throughout the vehicle lifecycle through core replacement parts,\nall-makes components serving competitive platforms, digital solutions, and adjacent branded products that leverage the company’s strong reputation for quality and reliability. These offerings extend well beyond the initial vehicle sale,\nenabling the Mobility Business to capture value from vehicles already in operation rather than relying solely on new production volumes. The Mobility Business’ management team also sees opportunity to further expand aftermarket penetration by\nbroadening distribution beyond traditional OEM service channels, increasing engagement with independent operators and leveraging digital diagnostic tools and service platforms that improve fleet uptime and customer connectivity over the vehicle\nlifecycle. As aftermarket revenue becomes a larger portion of the business mix, it is expected to further enhance the durability, predictability and overall quality of the business’ margins over time.

The Mobility Business’ margin resilience is further underpinned by a disciplined, structured approach to operational\nimprovement. It continuously optimizes its manufacturing footprint and rationalizes its product portfolio through a repeatable “fix-the-tail” methodology,\nwhich targets non-core product lines and facilities through a defined cadence of review, intervention and governance. The Mobility Business’ operational culture is substantiated by results: the business\nhas won the Eaton Business Excellence Award (EBEA) numerous times, maintains multiple model and world-class designated plants and has achieved meaningful environmental sustainability milestones across its facility base.

Sustainability is integrated into the Mobility Business’ operating\nmodel, with structured programs across energy efficiency, water circularity and waste reduction that deliver both environmental and cost benefits. The Mobility Business is making strong progress toward its 2030 targets, with 27 manufacturing sites\ncertified Zero Waste to Landfill, and greenhouse gas emissions reduced meaningfully relative to its 2018 baseline. These efforts have been recognized externally, including a 2026 sustainability award from a leading global commercial vehicle OEM\nacross nearly 500 suppliers and a prestigious environmental award in Brazil for an innovative energy conservation initiative.

Employee engagement further reflects the strength of the Mobility Business’ culture. In Eaton’s most recent bi-annual all-employee survey, administered by Perceptyx, a leading independent provider benchmarking against a database of millions of responses across hundreds of\norganizations, the Mobility Business’ engagement scores exceeded top quartile benchmarks for both the overall industry and the manufacturing sector. The Mobility Business’ management team views this level of engagement as foundational to\nsustained operational performance and a direct reflection of intentional investment in culture, collaborative leadership and a growth-oriented mindset.

Manufacturing

The\nMobility Business operates a global manufacturing footprint. As of December 31, 2025, it operated 27 manufacturing facilities worldwide, of which approximately 18 are owned and 6 are leased, with three of the facilities having both owned and\nleased portions. Its facilities are located in North America, Europe, South America and Asia Pacific and are strategically positioned near major customer assembly plants to facilitate efficient logistics, regional content compliance and just-in-time delivery.

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Location	Number of Manufacturing Facilities
Americas		18
Europe, the Middle East & Africa		4
Asia Pacific		5

The Mobility Business’ manufacturing operations support both high-volume mechanical\ndrivetrain components and advanced electrification systems, including power electronics, control modules and high-voltage assemblies. Production processes vary by product category and include precision machining, casting, forging, assembly,\nelectronics integration, automated testing and validation. Electrification products generally require specialized assembly environments, advanced testing capabilities and higher levels of technical validation relative to traditional mechanical\ncomponents.

The Mobility Business makes significant investments in tooling, automation and production capacity in advance\nof program launches based on anticipated platform volumes and product content levels. Manufacturing equipment and tooling are often platform-specific and are designed to support multi-year production cycles. Because production volumes may fluctuate\nover the life of a vehicle program, its manufacturing operations are structured to provide operational flexibility while maintaining cost efficiency. Certain manufacturing equipment and tooling are dedicated to specific customer programs and may not\nbe readily transferable to other platforms.

The Mobility Business’ facilities are designed to support just-in-time delivery models and to respond to changes in customer production schedules, product mix and regional demand. The business seeks to align capacity with anticipated\nplatform volumes, and it periodically adjusts its footprint, automation levels and production lines in response to market conditions, program awards, electrification transitions and customer sourcing decisions.

The Mobility Business’ manufacturing cost structure includes a combination of fixed and variable costs. A portion of its\ncost base, including facility overhead, depreciation and certain labor expenses, is relatively fixed in the short term. As a result, changes in production volumes, product mix or customer demand can affect operating leverage and manufacturing\nefficiency.

The Mobility Business’ operations are conducted under standardized\nquality management systems designed to meet applicable automotive industry standards and customer-specific requirements. It utilizes continuous improvement processes and operational performance metrics intended to support quality, reliability, cost\ncontrol and on-time delivery.

The increasing complexity of electrification and\npower management systems and high-voltage architectures require enhanced validation, integration and safety protocols within the Mobility Business’ manufacturing operations.

Properties

Prior to the Separation, our headquarters are located in Southfield, Michigan, United States. We have manufacturing facilities,\nsales offices, distribution centers and engineering centers located in the Asia Pacific, Europe, Africa, North America and South America regions. We believe our facilities are suitable and adequate to meet our current operating requirements. We own,\nlease, or otherwise have rights to use approximately 44 facilities, consisting of approximately 25 facilities that we own, comprising approximately 7.1 million square feet, and approximately 22 facilities that we lease or otherwise have rights\nto use, comprising approximately 2.3 million square feet (with three of the facilities having both owned and leased portions). The following table shows the types of sites owned or leased by function and location as of December 31,\n2025:


Primary Use	Asia Pacific⁽¹⁾		Europe/Africa⁽²⁾		North America⁽³⁾	South America⁽⁴⁾	Total
Manufacturing		5		4		14		4	27
Sales/Office		4		5		4		0	13
Engineering		0		1		1		0	2
Distribution		0		0		2		0	2

Total		9		10		21		4	44

\n\n\n

(1)	Asia Pacific: three sites also perform engineering, two sites also handle distribution, and one site also\nhandles sales.

\n\n\n

(2)	Europe/Africa: six sites also perform engineering and two sites also handle distribution.\n

\n\n\n

(3)	North America: five sites also perform engineering and one site also handles sales.

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(4)	South America: one site also handles sales, one site also handles distribution, and one site also performs\nengineering.

Raw Materials and Supply Chain

The Mobility Business’ manufacturing operations require significant quantities of raw materials and purchased components,\nincluding steel, aluminum, copper, castings, forgings and electronic components used in its products.

It maintains a\nglobal supply base and source materials and components from a combination of regional and international suppliers. While many inputs are obtained from multiple qualified suppliers, certain specialized components – particularly power\nelectronics devices used in electrification applications – may be available from single or limited sources due to technical specifications, qualification requirements, industry capacity constraints or dedicated tooling. Transitioning to\nalternative suppliers for certain components may require significant engineering effort, customer requalification and validation testing and may not be feasible in the short term.

The Mobility Business enters into long-term supply agreements and purchase arrangements for a portion of its requirements.\nPricing for certain commodities and materials may be subject to market-based adjustments or index mechanisms. However, not all customer contracts provide for full or timely recovery of commodity cost increases, and timing differences between\nmaterial cost changes and customer price adjustments may affect margins.

The business’ production systems are often aligned with OEM customer\nschedules and frequently operate in just-in-time environments across its global manufacturing footprint. As a result, supplier performance, logistics coordination and\nsupply continuity are important to maintaining production efficiency and meeting customer delivery requirements. Disruptions in the supply of raw materials or components, including as a result of supplier financial distress, geopolitical\ndevelopments, trade restrictions, logistics constraints or industry capacity limitations, could adversely affect the Mobility Business’ production schedules, cost structure and ability to meet customer demand.

Research and Development

The Mobility Business’ R&D strategy focuses on advancing electrification, improving vehicle efficiency and enabling\nnext-generation power management architectures in response to evolving regulatory standards and customer requirements, including development of solutions across new product categories and technologies.

The Mobility Business maintains global engineering and R&D capabilities across drivetrain efficiency, electrification and\npower management systems, power electronics integration, advanced materials, embedded controls and high-voltage architecture optimization. It collaborates closely with OEM engineering teams during vehicle platform development cycles to align its\nproduct roadmaps with evolving propulsion architectures, regulatory requirements and software integration standards. It focuses on scalable and modular system architectures designed to support multiple OEM platforms and successive vehicle\ngenerations.

The Mobility Business’ R&D portfolio supports internal combustion, hybrid and battery electric\nvehicle platforms across light-, medium- and heavy-duty applications. It increasingly emphasizes system-level integration of mechanical, electrical and electronic components designed to improve energy efficiency, performance, safety and emissions\ncompliance. Key development areas include power distribution and protection, inverters and high-voltage, high-power connectors.

R&D activities include product design, simulation and modeling, durability and fatigue testing, system validation,\nsoftware integration, electromagnetic compatibility testing, thermal validation, high-voltage safety certification and manufacturing process development.

Engineering and development expenditures are typically incurred several years in advance of production launch and are closely\ncoordinated with OEM platform development cycles. Because development activities precede revenue realization, achieving anticipated returns depends on successful program awards, volume realization and sustained technology relevance. Platform\ncancellations, delays or volume reductions may adversely affect the recovery of these investments.

The ongoing transition\ntoward electrification is reshaping vehicle architectures and supplier requirements. Electrification increases the importance of power electronics integration, semiconductor expertise, thermal management and embedded controls functionality. As OEM\ncustomers accelerate electrification strategies, the Mobility Business continues to invest in capabilities that support hybrid and battery electric vehicle applications across multiple vehicle classes.

For the year ended December 31, 2025:

\n\n\n\n\n

•

research and development expense was $100 million, representing approximately 3.2% of total net sales;\nand

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•

approximately 63% of R&D personnel were located in the Americas, 27% in Europe, the Middle East &\nAfrica, and 10% in Asia-Pacific.

Intellectual Property

The Mobility Business owns or licenses a portfolio of patents, trademarks and other intellectual property rights relating to\nits products, technologies and manufacturing processes. As of December 31, 2025, it held

\napproximately 1,600 issued patents and 738 pending patent applications globally, including in the United States, Europe and Asia.

Patent protection varies by jurisdiction and is subject to expiration at different times. The Mobility Business seeks to\nprotect proprietary technology through patent filings, trade secret protections, confidentiality agreements and confidentiality and other protective provisions included in contractual arrangements with customers, suppliers and employees. While its\nintellectual property portfolio is important to the Mobility Business, management does not believe that any single patent or group of related patents is material to the overall operations.

Environmental Contingencies

The Mobility Business’ comprehensive sustainability strategy is driven by its mission to improve the quality of life and\nthe environment. It is committed to reducing its footprint, eliminating waste and making the best use of natural resources. Nonetheless, the business’ operations involve emissions, as well as the use and disposal of certain substances\nregulated under environmental protection laws. The Mobility Business continues to modify processes on an ongoing, regular basis in order to reduce the impact on the environment, including the reduction or elimination of certain chemicals used in,\nand waste generated from, operations. Compliance with laws that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, are not expected to have a material\nadverse effect upon capital expenditures, including expenditures for environmental control facilities, earnings or the Mobility Business’ competitive position. Compliance with future environmental protection laws may require an increase in\ncapital expenditures. Information regarding the Mobility Business’ liabilities related to environmental matters is presented in Note 16. Commitments and Contingencies to the combined financial statements of SpinCo.

Government Regulation

The Mobility Business’ operations are subject to extensive federal, state, local and foreign laws and regulations in the\njurisdictions in which we operate and sell its products. These regulations influence OEM platform development, propulsion strategies and technology adoption, and can affect demand for our drivetrain and electrification products.

Applicable regulations include environmental protection laws; occupational health and safety requirements; emissions and fuel\neconomy standards; high-voltage safety, functional safety and electromagnetic compatibility requirements; trade, customs and export controls; product safety and homologation requirements; and anti-corruption, sanctions and related compliance laws.\n

Vehicle emissions and environmental regulations, including greenhouse gas standards, electrification mandates and fuel\neconomy requirements in the United States, European Union, China and other jurisdictions, influence OEM powertrain development and platform strategies and may affect the mix of propulsion technologies adopted in the markets it serves. Changes in\nthese standards may accelerate, delay or otherwise alter the pace of electrification and demand for certain drivetrain and power management systems. Regulatory developments may also influence OEM sourcing decisions, localization strategies and\nplatform design.

Electrification and power management systems are subject to evolving high-voltage safety standards,\nfunctional safety requirements and product certification frameworks that govern system design, validation and integration. Divergent regulatory requirements across jurisdictions may increase engineering complexity, validation costs and time to\nmarket.

The Mobility Business’ manufacturing facilities are also subject to environmental permitting, waste\nmanagement and compliance obligations. It incurs ongoing costs to comply with applicable regulatory requirements, and future regulatory developments could increase compliance costs or require additional capital investment.

Human Capital

As of June 30, 2026, the Mobility Business employed approximately 13,030 employees worldwide across operations in 25\ncountries. Approximately 84% of employees were employed in manufacturing and operations roles, approximately 9% in engineering and technical functions and the remainder in sales, administrative and other support roles. Approximately 65% of workforce\nwas located in the Americas, approximately 18% in Europe, the Middle East & Africa, and approximately 17% in Asia-Pacific.

As of June 30, 2026, approximately 8% of workforce consisted of temporary or contract employees, supporting operational\nflexibility and fluctuations in production volumes.

As of June 30, 2026, approximately 76% of workforce was\nrepresented by labor unions or covered by collective bargaining agreements.

The Mobility Business’ engineering and\ntechnical workforce supports innovation across drivetrain, electrification and power management systems. As of June 30, 2026, approximately 1,008 employees were engaged in research and development activities. The Mobility Business focuses on\nattracting, developing and retaining skilled engineers, manufacturing technicians and operations leaders to support platform launches, electrification initiatives and manufacturing excellence. It maintains workforce development programs, safety\ninitiatives and compliance systems designed to support operational performance and regulatory adherence. It is committed to fostering a diverse and inclusive workplace and maintaining a culture of integrity, safety and continuous improvement.

The Mobility Business uses and monitors a variety of metrics to ensure our objectives related to employee attraction,\ndevelopment, and retention are met. Most notably, it tracks the following:

Compensation: A key component of the\nMobility Business’ attraction and retention strategy is providing a competitive total rewards package which includes items such as salaries, wages, short- and long-term incentive compensation, in addition to health, welfare, retirement and\nother benefits. It regularly benchmarks its compensation and benefits practices against those of its industry peers and in the markets in which it operates to ensure its plans and programs are aligned with external practices in effort to maintain a\nhigh performing workforce.

Safety: Throughout its operations, the Mobility Business maintains a goal of zero\nsafety incidents and continues to make progress towards that goal.

Engagement: Fully engaged employees are more\nproductive, innovative and satisfied in their work. Examples of how the Mobility Business engages its employees include enterprise-wide town halls, hosting informal listening meetings and surveying groups of employees on specific subjects. In\naddition, the Mobility Business has programs focused on career development of employees at all levels and is committed to a wide range of strategies designed to improve and sustain employee engagement over the long-term.

Legal Proceedings

The\nMobility Business is subject to various lawsuits, investigations and disputes arising out of the conduct of its business, including matters relating to commercial transactions, government contracts, product liability, prior acquisitions and\ndivestitures, employment and benefits, taxes, intellectual property, environment and health and safety. Management of the Mobility Business does not currently believe that such matters are material to results of operations.

Refer to Note 16. Commitments and Contingencies to the combined financial statements of SpinCo for information regarding legal\nproceedings and contingencies, and for a discussion of risks related to legal proceedings and contingencies, refer to “Risk Factors.”

MARKET PRICE AND DIVIDEND INFORMATION

Certain Market Price and Dividend Information

Historical market price data for SpinCo has not been presented because SpinCo is currently a wholly owned subsidiary of Eaton\nand there is no established trading market for SpinCo common stock. SpinCo common stock does not currently trade separately from Eaton Ordinary Shares.

The Eaton Ordinary Shares currently trade on the NYSE under the ticker symbol “ETN.” On June 10, 2026, the\nlast trading day before the announcement of the Transactions, the closing price of the Eaton Ordinary Shares was $375.46 per share. On , the last practicable trading day for which information is available as of the date\nof this proxy statement/prospectus, the closing price of Eaton Ordinary Shares was $ per share.

Dana common stock currently trades on the NYSE under the ticker symbol “DAN.” On June 10, 2026, the last\ntrading day before the announcement of the Transactions, the closing price of Dana common stock was $35.47 per share. On , the last practicable trading day for which information is available as of the date of this proxy\nstatement/prospectus, the closing price of Dana common stock was $ per share.

Following\ncompletion of the Mergers, Dana common stock will be delisted from the NYSE and deregistered under the Exchange Act. Substantially concurrently, the shares of SpinCo common stock are expected to begin trading on the NYSE under the ticker symbol\n“DAN.”

Dana Dividend Policy

The Dana board declared a cash dividend of ten cents ($0.10) per share of common stock in all four quarters of 2025, and\naggregate 2025 cash dividends paid totaled $54.0 million. The Dana board declared a cash dividend of twelve cents ($0.12) per share of common stock in each of the first and second quarters of 2026.

Pursuant to the terms of the Merger Agreement, if the Dana board declares a dividend or other distribution on Dana common\nstock in accordance with the terms and conditions of the Merger Agreement and for which the record date precedes the completion of the Transactions and the payment date occurs on or after the date of the completion of the Transactions, then\n(A) the holders of Dana common stock as of such record date shall remain entitled to receive such dividend or distribution on the applicable payment date and (B) the combined company shall be responsible for the payment of any such\ndividend or distribution that has not been paid prior to the completion of the Transactions.

Eaton Dividend Policy

Declarations of dividends on Eaton’s Ordinary Shares are made at the discretion of the Eaton board. In each of May 2026,\nFebruary 2026 and July 2026, the Eaton board declared a quarterly dividend of $1.10 per share (paid on May 29, 2026 and March 27, 2026 and payable on August 28, 2026, respectively), a 6% increase compared to the quarterly dividends in\n2025. Eaton has paid dividends on its shares every year since 1923.

Combined Company Dividend Policy

The combined company intends to maintain Dana’s regular quarterly cash dividend of twelve cents ($0.12) per share of\ncommon stock, representing an annualized dividend rate of $0.48 per share. Consistent with this commitment, the combined company will target an annual aggregate cash dividend distribution of approximately $100.0 million. In addition, the combined\ncompany intends to evaluate, in consultation with their advisors, the possibility of adopting a new share repurchase program following consummation of the Transactions. Although share repurchases by the combined company would reduce outstanding\nshares of SpinCo common stock over time, the combined company intends to continue funding dividend payments at a level that

\nsupports the targeted annual aggregate cash dividend distribution of approximately $100.0 million. As a result, reductions in outstanding shares of SpinCo common stock may create opportunities\nfor future increases in the dividend rate per share while maintaining the combined company’s targeted aggregate dividend payout. Any determination as to the future declaration and payment of dividends on shares of SpinCo common stock will be\nmade by the Combined Company Board in its sole discretion, based on a number of factors, including the combined company’s results of operations, financial condition, future prospects, contractual and legal restrictions and other factors that\nthe Combined Company Board considers relevant.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL\nCONDITION

AND RESULTS OF OPERATIONS

Amounts are in millions unless indicated otherwise. Columns and rows may not add and the sum of components may not equal total\namounts reported due to rounding.

OVERVIEW

Separation from Eaton Corporation

On January 26, 2026, Eaton announced its intent to separate the Mobility segment from the rest of Eaton. SpinCo is a newly\nformed, wholly owned indirect subsidiary of Eaton that was incorporated specifically for the purpose of holding the Mobility Business and effecting the Transactions. On June 11, 2026, Eaton announced its entry into definitive agreements whereby\nit will separate the Mobility Business and combine it with Dana in a RMT transaction. As part of the Transactions, Eaton will distribute the Mobility Business (other than certain assets and liabilities that will be sold directly to Dana in a\nconcurrent asset sale) to Eaton shareholders through an exchange offer (split-off), in which Eaton shareholders will have the opportunity to tender their Eaton shares in exchange for shares of SpinCo followed,\nif necessary, by a clean-up pro rata distribution. Immediately thereafter, Merger Sub will merge with and into Dana, with Dana surviving as a direct wholly owned subsidiary of SpinCo, and, immediately\nfollowing the Merger and as part of the same overall transaction, Dana will merge with and into Second Merger Sub, with Second Merger Sub surviving as a direct wholly owned subsidiary of SpinCo. Certain members of the Eaton Group (excluding Eaton)\nwill also receive a cash distribution of $1.1 billion prior to completion of the Transactions, subject to a customary cash and indebtedness adjustment and the Distribution True-Up Adjustment, increased as\na result of any pre-Closing share repurchases by Dana pursuant to the Share Buyback Side Letter and reduced by the Royal Precision Purchase Price and the Specified Asset Purchase Price. The RMT transaction is intended to be tax-free for U.S. federal income tax purposes to Eaton and Eaton’s shareholders.

The Transactions are expected to close in the first four months of 2027, subject to receipt of Dana stockholder approval,\nreceipt of required regulatory clearances, and customary closing conditions.

In connection with the Transactions, SpinCo\nexpects to enter into a series of agreements with Eaton to govern the terms of the separation and the ongoing relationship between the parties, including an Employee Matters Agreement, Real Estate Matters Agreement, Tax Matters Agreement, a\nTransition Services Agreement and certain other agreements which relate to the transfer or licensing of intellectual property rights.

Company Overview\n

The Mobility Business is a global mobility and engineered-systems partner serving commercial, light vehicle, and\naftermarket customers worldwide. The Mobility Business designs and manufactures mission-critical powertrain, drivetrain, engine, air management, electrical and electronic components and systems that safely, efficiently, and reliably create, manage,\nand deliver mechanical and electrical power across vehicles. The Mobility Business operates across the propulsion spectrum, from internal combustion, to hybrid, to fully electric, to support OEM customers with a portfolio of differentiated\nsolutions.

Basis of Presentation

SpinCo’s Combined Financial Statements have been prepared on a standalone basis and reflect a combination of entities\nunder common control that have been “carved out” of and derived from Eaton’s historical Consolidated Financial Statements and accounting records. Accordingly, Eaton’s net investment in this business (“Net parent\ninvestment”) is presented in lieu of a controlling interest’s equity in the Combined Financial Statements. Therefore, the Combined Financial Statements reflect SpinCo’s combined financial position, results of operations and cash\nflows as the business was historically operated as part of Eaton prior to the Transactions.

\nSeparate financial statements have not historically been presented for the Mobility Business. The preparation of the Combined Financial Statements required considerable judgment of management and\nreflects significant assumptions and allocations that management believes are reasonable and consistently applied. As a result, SpinCo’s Combined Financial Statements may not be indicative of SpinCo’s future performance and do not\nnecessarily reflect what SpinCo’s combined results of operations, financial condition and cash flows would have been had SpinCo operated as a separate company during the periods presented.

The Mobility Business operates its business as a single reportable segment, which is comprised of assets, liabilities,\nrevenues, and expenses that are specifically attributable to the Mobility Business, as well as certain assets and liabilities held by Eaton that are specifically identifiable or otherwise attributable to the Mobility Business. These amounts include\nthe financial information of certain standalone legal entities for which discrete financial information is available, as well as portions of legal entities that contain a mixture of the Mobility Business and other Eaton activities.

For assets and liabilities that were not maintained on a discrete Mobility Business basis within such shared legal entities,\namounts attributable to the Mobility Business were identified using specific identification, as discussed further in Note 17. Relationship with Parent and Related Entities in the Combined Financial Statements.

The Combined Statements of Income include sales and costs directly attributable to the Mobility Business, including costs for\nfacilities, functions and services used by the Mobility Business. Certain shared costs have been directly charged to the Mobility Business based on usage or other allocation methods. The results of operations also include allocations of\n(a) costs for administrative functions and services performed on behalf of the Mobility Business by centralized staff groups within Eaton, (b) Eaton’s general corporate expenses and (c) certain pension and other postretirement\nbenefit costs (see Note 11. Retirement Benefit Plans in the Combined Financial Statements). As more fully described in Note 12. Income Taxes in the Combined Financial Statements, current and deferred income taxes and related income tax expense have\nbeen determined based on the standalone results of SpinCo by applying Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Income Taxes, to SpinCo operations in each country as if it were a separate taxpayer\n(i.e., following the separate return methodology).

Eaton uses a centralized approach to cash management and financing its\noperations, including the operations of the Mobility Business. Accordingly, none of the cash and cash equivalents have been allocated to SpinCo in the Combined Financial Statements. Transactions between Eaton and SpinCo are accounted for through Net\nparent investment. See Note 17. Relationship with Parent and Related Entities in the Combined Financial Statements, for a further description of related party transactions between Eaton and SpinCo.

All intercompany accounts and transactions between the businesses comprising SpinCo have been eliminated in the accompanying\nCombined Financial Statements.

RESULTS OF OPERATIONS

Combined Financial Results for the six months ended June 30, 2026 compared to six months ended June 30, 2025


(In millions)	Six months ended June 30, 2026			Change from 2025		Six months ended June 30, 2025
Net sales	$	1,620			(1	)%	$	1,639
Cost of products sold		1,264			(1	)%		1,272

Gross profit margin		356			(3	)%		367
Percent of net sales		22.0	%					22.4	%
Selling and administrative expense		167						183
Research and development expense		43						51
Interest expense (income) - net		1						(7	)
Other expense - net		24						2

Income before income taxes		121			(12	)%		138
Income tax expense		35			(5	)%		37

Net income	$	86			(15	)%	$	101

Net Sales

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Changes in Net sales:	Six months ended June 30, 2026
Organic growth		(4	)%
Foreign currency		3	%

Total decrease in Net sales		(1	)%

Organic sales decreased 4% during the six months ended June 30, 2026 due to weakness in the\nNorth American region driven by the exit of a low-margin light vehicle business and weakness in the European region. The material factor affecting the decrease in these regions was a decline in volume.

Gross Profit Margin

Gross profit margin decreased from 22.4% during the six months ended June 30, 2025 to 22.0% during the six months ended June\n30, 2026. Material factors affecting this decrease were a 220 basis point decline from higher commodity and wage inflation as well as a 110 basis point decline from foreign currency rate variances, partially offset by a 240 basis point increase due\nto favorable product mix.

Selling and administrative expense

Selling and administrative expense decreased to $167 million during the six months ended June 30, 2026 from $183 million during\nthe six months ended June 30, 2025. The material factor affecting this decrease was lower corporate costs allocated from Eaton.

Research and\ndevelopment expense

Research and development expense decreased to $43 million during six months ended June 30, 2026\nfrom $51 million during six months ended June 30, 2025. The material factor affecting this decrease was cost reductions related to the execution of restructuring actions initiated in 2025.

Interest expense (income)—net

Interest expense (income)—net went from income of $7 million during the six months ended June 30, 2025 to $1 million of\nexpense during the six months ended June 30, 2026. The material factor driving this change was changes in foreign currency exchange rates.

Other\nexpense—net

Other expense—net increased from $2 million during the six months ended June 30, 2025 to $24\nmillion during the six months ended June 30, 2026. Material factors affecting this increase were equity method losses of $7 million loss in 2026 compared to equity method income of $6 million in 2025 and a $7 million pre-tax impairment related\nto the Traxen partnership equity interest recorded during 2026.

Income tax expense

During the six months ended June 30, 2026, income tax expense was $35 million (an effective tax rate of 28.9%) compared to\nincome tax expense of $37 million during the six months ended June 30, 2025 (an effective tax rate of 26.8%). The increase in the effective tax rate was attributable to greater levels of income earned in higher tax jurisdictions.

Comparison of the fiscal years ended December 31, 2025, 2024 and 2023


(In millions)	2025			Change from 2024		2024		Change from 2023		2023
Net sales	$	3,140			(10	)%	$	3,481			(4	)%	$	3,641
Cost of products sold		2,406			(10	)%		2,676			(5	)%		2,808

Gross profit margin		734			(9	)%		805			(3	)%		833
Percent of net sales		23.4	%					23.1	%					22.9	%
Selling and administrative expense		377						369						393
Research and development expense		100						121						146
Interest income - net		(12	)					—						(4	)
Other expense (income) - net		29						(7	)					2

Income before income taxes		240			(25	)%		322			9	%		296
Income tax expense		65			(14	)%		76			31	%		58

Net income	$	175			(29	)%	$	246			3	%	$	238

Net Sales

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Changes in Net sales:	2025			2024
Organic growth		(11	)%		(4	)%
Foreign currency		1	%		—

Total decrease in Net sales		(10	)%		(4	)%

Organic sales decreased 11% in 2025 due to weakness in the North American commercial and\npassenger vehicle markets, which was minimally offset by strength in other regions. The material factor affecting this decrease in North America was a decline in volume.

Organic sales decreased 4% in 2024 due to weakness in the North American and European markets, partially offset by strength in\nthe South American market.

Gross Profit Margin

Gross profit margin increased from 23.1% in 2024 to 23.4% in 2025. Material factors affecting this increase were a 140 basis\npoint increase from operational efficiencies and a 120 basis point increase due to lower restructuring costs, partially offset by a 250 basis point decline from higher commodity and wage inflation.

Gross profit margin increased from 22.9% in 2023 to 23.1% in 2024. Material factors affecting this increase were a 130 basis\npoint increase from operational efficiencies, partially offset by a 100 basis point decline from unfavorable product mix.

Selling and administrative\nexpense

Selling and administrative expense increased to $377 million in 2025 from $369 million in 2024.\nMaterial factors contributing to the change in Selling and administrative expense were $5 million of increased corporate costs allocated from Eaton and $5 million of increased environmental-related expenses.

Selling and administrative expense decreased to $369 million in 2024 from $393 million in 2023. Material factors\ncontributing to the change in Selling and administrative expense were an $12 million decrease in corporate costs allocated from Eaton and $8 million in lower environmental-related expenses.

Research & development expense

Research and development expense decreased to $100 million in 2025 from $121 million in 2024. The material factor\naffecting this decrease was an increase in reimbursement of research and development costs by a customer.

Research and\ndevelopment expense decreased to $121 million in 2024 from $146 million in 2023. The material factor affecting this decrease was the completion of application engineering activities and the subsequent deployment of related programs into\nproduction.

Interest income—net

Interest income—net increased by $12 million in 2025 compared to 2024 and decreased by $4 million in 2024\ncompared to 2023. The change in both periods was driven by changes in foreign currency exchange rates, which fluctuated over the periods.

Other\nexpense (income)—net

Other expense (income)—net went from income of $7 million in 2024 to expense of\n$29 million in 2025. Material factors contributing to the change in Other expense (income)—net were an impairment charge of $17 million for capitalized software driven by a reduction in the expected future economic benefits of\ncertain internally developed software that reduced the recoverability of the related assets, and overall impairment charges of $44 million for fixed assets included in property, plant and equipment in 2025 compared to $17 million in 2024 driven\nby the decision to discontinue certain product offerings during the third quarter of 2025.

Other expense\n(income)—net went from expense of $2 million in 2023 to income of $7 million in 2024. Material factors contributing to the change in Other expense (income)—net were a gain on sale leaseback of $32 million in 2024,\npartially offset by a decrease in income from equity investees of $19 million and a $13 million increase in impairment charges of property, plant and equipment.

Income Taxes

During 2025, income tax expense was $65 million (an effective tax rate of 27.1%) compared to income tax expense of\n$76 million in 2024 (an effective tax rate of 23.6%) and income tax expense of $58 million in 2023 (an effective tax rate of 19.6%). The increase in the effective tax rate from 23.6% in 2024 to 27.1% in 2025 was due to greater levels of\nincome earned in higher tax jurisdictions. The increase in the effective tax rate from 19.6% in 2023 to 23.6% in 2024 was due to the impact of Pillar Two global minimum tax and greater levels of income earned in higher tax jurisdictions.

Non-GAAP Financial Measure

SpinCo includes a non-GAAP financial measure to supplement the financial measures\nprepared in accordance with U.S. GAAP. The financial measure is adjusted EBITDA, which differs from the most directly comparable measure calculated in accordance with generally accepted accounting principles (GAAP). A reconciliation of adjusted\nEBITDA to the most directly comparable GAAP measure is included in the table below. Adjusted EBITDA is included in this proxy statement/prospectus because Eaton and SpinCo believe it provides investors with additional useful information to measure\nthe performance of the Mobility Business. See “Non-GAAP Measures.”

Adjusted EBITDA

SpinCo has defined adjusted EBITDA as net income before interest, income taxes, depreciation, amortization, restructuring\nprogram charges, and acquisition integration and divestiture charges.

The following table provides a reconciliation of\nnet income to adjusted EBITDA.


(in millions)	Six months ended June 30, 2026		Six months ended June 30, 2025			2025		2024		2023
Net income	$	86		$	101		$	175		$	246	$	238
Interest income—net		1			(7	)		(12	)		—		(4	)
Income tax expense		35			37			65			76		58
Depreciation and amortization		80			85			169			167		162
Restructuring program charges		3			6			31			65		13
Acquisition integration and divestiture charges		14			2			23			10		34

Adjusted EBITDA	$	219		$	224		$	451		$	564	$	501

The following table provides a reconciliation of depreciation and amortization in the Combined\nStatements of Cash Flows to depreciation and amortization in adjusted EBITDA.


(in millions)	Six months ended June 30, 2026		Six months ended June 30, 2025		2025		2024		2023
Depreciation and amortization (per Combined Statements of Cash Flows)		73		82		$	162		$	162		$	150
Add: Amortization of basis differences in equity method investments		7		7			13			13			13
Less: Accelerated depreciation included in restructuring charges		—		(4	)		(6	)		(8	)		(1	)

Depreciation and amortization (Adjusted EBITDA)		80		85		$	169		$	167		$	162

100

Restructuring Program Charges

During the first quarter of 2024, Eaton implemented a multi-year restructuring program, a portion of which is attributable to\nthe Mobility Business, to accelerate opportunities to optimize operations and global support structures with the intention of better aligning Eaton’s functions to support anticipated growth and drive greater effectiveness. Restructuring\ncharges attributable to SpinCo under this program are reflected in the accompanying Combined Financial Statements.

These\nrestructuring program charges are classified in the Combined Statements of Income based on the nature of the underlying costs. Costs associated with ongoing operations are presented within Cost of products sold, Selling and administrative expense,\nor Research and development expense, while asset write-offs, and other exit-related costs are presented within Other expense (income)—net.

The program is expected to be completed in 2026. SpinCo expects to incur additional restructuring costs of $11 million\nprimarily related to workforce reduction of $2 million and plant closing and other costs of $9 million through completion of the program.

Residual amounts attributable to a prior restructuring program initiated in 2020 are also included in the accompanying\nCombined Financial Statements. That program was implemented to reduce costs and improve efficiencies in response to declining market conditions associated with the COVID-19 pandemic. These residual costs were\nrecorded in 2023 as these actions were completed.

A summary of restructuring program charges attributable to the Mobility\nBusiness is as follows:


(In millions)	Six months ended June 30, 2026			Six months ended June 30, 2025			2025		2024	2023
Workforce reductions	$	(2	)		$	1		$	12	$	37	$	4
Plant closing and other		5				5			19		28		9

Total before income taxes		3				6			31		65		13
Income tax benefit		1				1			5		4		3

Total after income taxes	$	2			$	5		$	26	$	61	$	10

Acquisition Integration and Divestiture Charges

Eaton incurs integration charges and transaction costs to acquire and integrate businesses, and transaction, separation and\nother costs to divest and exit businesses. Eaton also recognizes gains and losses on the sale of businesses. A portion of these costs are attributable to the Mobility Business. A summary of these items is as follows:


(In millions)	Six months ended June 30, 2026		Six months ended June 30, 2025			2025		2024	2023
Acquisition integration, divestiture charges and transaction costs	$	14		$	2		$	23	$	10	$	34
Income tax benefit		4			—			6		2		7

Total after income taxes	$	10		$	2		$	17	$	8	$	27

LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION

Liquidity and Financial Condition

As part of Eaton, the Mobility Business is dependent upon Eaton for all of its working capital and financing requirements, as\nEaton uses a centralized approach to cash management and financing of its operations.

101

\nAccordingly, none of the cash and cash equivalents have been allocated to the Mobility Business for any of the periods presented. Financing transactions relating to the Mobility Business are\naccounted for as a component of Net parent investment in the Combined Balance Sheets and as a financing activity on the accompanying Combined Statements of Cash Flows. Third-party debt obligations of Eaton and the corresponding interest costs\nrelated to those debt obligations, have not been attributed to SpinCo, as SpinCo was not the legal obligor of such debt obligations.

SpinCo’s principal sources of liquidity are expected to be operating cash flows and availability under any indebtedness\nto be entered into in connection with the Transactions. SpinCo’s cash needs are expected to include funding ongoing operations, making anticipated capital investments and supporting any future acquisitions. SpinCo believes its cash flows from\noperations and these other funding sources will be sufficient to support its needs based on current expectations. The combined company will ultimately operate as Dana Incorporated and will continue to be listed on the NYSE under the ticker symbol\n“DAN” providing us with the ability to access the capital markets.

Concurrently with the execution of the\ndefinitive agreements, SpinCo and Dana entered into the Bridge Commitment Letter, pursuant to which the Bridge Commitment Parties committed to provide the Bridge Facility, in an initial aggregate principal amount of up to $2.6 billion, subject to\nthe terms and conditions in the Bridge Commitment Letter. Subsequently, SpinCo and Dana entered into the Engagement and Commitment Letter, pursuant to which certain financial institutions committed to provide the Term A Facility in an aggregate\nprincipal amount of up to $350 million, subject to the terms and conditions of the Engagement and Commitment Letter. The commitments under the Bridge Facility were reduced by $350 million simultaneously with the execution of the Engagement and\nCommitment Letter pursuant to the terms of the Bridge Commitment Letter. It is expected that, if necessary, the proceeds of the Bridge Facility, to the extent not reduced or replaced by any Additional Permanent Financing, will be available in up to\ntwo drawings: one to fund the SpinCo Cash Payment and one to complete the Dana Refinancing. To the extent any portion of the Bridge Facility is undrawn after the Dana Refinancing drawing or if the Merger has not been consummated within five business\ndays of the Distribution Date, the commitments with respect to such undrawn portion will automatically terminate; provided that if the Merger has been consummated but the Dana Refinancing has not been consummated, the commitments with respect to the\nDana Refinancing shall not automatically terminate until the date on which the Dana Refinancing is consummated, which date shall not exceed the earlier of (a) ninety days following the consummation of the Merger and (b) 11:59 p.m., New York City\ntime, on the date that is fifteen months, plus five business days after June 10, 2026. SpinCo and Dana expect to incur Additional Permanent Financing. The Additional Permanent Financing would further reduce the commitments under the Bridge Facility.\nThe aggregate proceeds of the Bridge Facility, the Term A Facility and any Additional Permanent Financing will be used by SpinCo and Dana to fund the SpinCo Cash Payment, consummate the Dana Refinancing, refinance or replace the Bridge Facility\nand/or pay fees and expenses related to the Transactions. See “Debt Financing Arrangements.”

Cash Flows

Six months ended June 30, 2026 compared to six months ended June 30, 2025

A summary of cash flows is as follows:


(In millions)	Six months ended June 30, 2026			Change from 2025			Six months ended June 30, 2025
Net cash provided by (used in) operating activities	$	227			$	241		$	(14	)
Net cash used in investing activities		(41	)			7			(48	)
Net cash provided by (used in) financing activities		(186	)			(248	)		62

Total increase (decrease) in cash	$	—			$	—		$	—

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Operating Cash Flow

Net cash provided by operating activities increased by $241 million during the six months ended June 30, 2026 compared to the\nsix months ended June 30, 2025. The material factor affecting this increase was favorable changes in working capital. Changes in working capital resulted in a cash inflow of $59 million during the six months ended June 30, 2026, compared to a\ncash outflow of $195 million during the six months ended June 30, 2025.

Material factors affecting this improvement\nin working capital were a decrease in Accounts Receivable and an increase in Accounts Payable, which improved operating cash flow by $77 million and $178 million, respectively.

Investing Cash Flow

The material factor associated with net cash used in investing activities for each year presented was capital expenditures for\nproperty, plant and equipment. SpinCo’s capital expenditures for property, plant and equipment were $40 million and $44 million during the six months ended June 30, 2026 and June 30, 2025, respectively.

Financing Cash Flow

Net cash provided by (used in) financing activities decreased $248 million during the six months ended June 30, 2026\ncompared to the six months ended June 30, 2025. Eaton uses a centralized approach to cash management and financing its operations, including the operations of the Mobility Business. Accordingly, SpinCo transferred all of its cash to Eaton to be\nutilized in the central cash management program.

Comparison of last three fiscal years ended December 31

A summary of cash flows is as follows:


(In millions)	2025			Change from 2024			2024		Change from 2023		2023
Net cash provided by operating activities	$	301			$	(154	)	$	455		$	138		$	317
Net cash used in investing activities		(78	)			37			(115	)		74			(189	)
Net cash used in financing activities		(223	)			117			(340	)		(212	)		(128	)

Total increase (decrease) in cash	$	—						$	—					$	—

Operating Cash Flow

Net cash provided by operating activities decreased by $154 million in 2025 compared to 2024. The decrease was materially\ndriven by lower Net income of $71 million in 2025, as well as unfavorable changes in working capital. Changes in working capital resulted in a cash outflow of $115 million in 2025, compared to a cash inflow of $86 million in 2024.\n

The material factors contributing to the decline in working capital were decreases due to Accounts payable and Other\ncurrent liabilities totaling $189 million and an increase in Accounts receivable of $170 million, partially offset by favorable changes in Inventory and Prepaid expenses and other current assets totaling $158 million.

Net cash provided by operating activities increased by $138 million in 2024 compared to 2023. The increase was materially\ndriven by favorable changes in working capital. Changes in working capital resulted in a cash inflow of $86 million in 2024, compared to a cash outflow of $80 million in 2023.

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The material factors contributing to the improvement in working capital were\na decrease in Accounts receivable and an increase in Other current liabilities totaling $210 million, partially offset by an increase in Inventory and a decrease in Accounts payable totaling $57 million.

Investing Cash Flow

Net cash used in investing activities for each year presented was materially due to capital expenditures for property, plant\nand equipment. SpinCo’s capital expenditures for property, plant and equipment were $103 million, $158 million and $172 million in 2025, 2024 and 2023, respectively. The net cash used for capital expenditures was partially\noffset by proceeds from the sale of property, plant and equipment of $22 million, $32 million and $— million in 2025, 2024 and 2023, respectively.

In addition, investing activities include investments in and returns from equity investees. Net cash related to equity\ninvestees was a use of cash of $1 million in 2025, compared to a source of cash of $25 million in 2024 and $— million in 2023. The material factors contributing to this change were lower returns of investment from equity investees,\nas well as distributions of $33 million in 2024 compared to no distributions in 2025.

Financing Cash Flow

Net cash used in financing activities decreased $117 million in 2025 compared to 2024 and increased by $212 million\nin 2024 compared to 2023. Eaton uses a centralized approach to cash management and financing its operations, including the operations of the Mobility Business. Accordingly, SpinCo transferred all of its cash to Eaton to be utilized in the central\ncash management program.

Uses of Cash

Purchases of Goods and Services

The Mobility Business purchases goods and services in the normal course of business based on expected usage. For certain\npurchases, the Mobility Business enters into purchase obligations with various vendors, which include short-term and long-term commitments for purchases of raw materials, outstanding non-cancelable purchase\norders, releases under blanket purchase orders, and commitments under ongoing service arrangements and agreements. As of June 30, 2026 and December 31, 2025, the Mobility Business has purchased obligations to support the operation of its\nbusiness similar to those included in historical cash flow trends.

Capital Expenditures

Capital expenditures were $40 million and $44 million during the six months ended June 30, 2026 and June 30, 2025\nrespectively. Capital expenditures were $103 million, $158 million, and $172 million in 2025, 2024, and 2023, respectively.

Leases\n

See Note 10. Leases in the Combined Financial Statements for maturities of lease liabilities.

Defined Benefits Plans

Pension Plans

During 2025, the fair value of plan assets in the Mobility Business’ employee pension plans increased $2 million to\n$4 million at December 31, 2025. The material factor causing the increase in plan assets was due to contributions, partially offset by benefits paid. At December 31, 2025, there was a net unfunded position of $37 million in\npension liabilities.

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Funding requirements are a major consideration in making contributions to\nSpinCo’s pension plans. With respect to SpinCo’s pension plans worldwide, SpinCo intends to contribute annually not less than the minimum required by applicable law and regulations. In 2025, $13 million was contributed to the\npension plans. SpinCo anticipates making $8 million of contributions to certain pension plans during 2026. The funded status of SpinCo’s pension plans at the end of 2025, and future contributions, will depend primarily on the actual\nreturn on assets during the year and the discount rate used to calculate certain benefits at the end of the year. For additional information about pension plans see Note 11. Retirement Benefit Plans in the Combined Financial Statements.

Supply Chain Finance Program

The Mobility Business participates with the Eaton in negotiating payment terms directly with its suppliers for the purchase of\ngoods and services. In addition, a third-party financial institution offers a voluntary supply chain finance (SCF) program that the Mobility Business participates in with Eaton. The SCF program enables certain of the Mobility Business’\nsuppliers, at the supplier’s sole discretion, to sell receivables due from the Mobility Business to the financial institution on terms directly negotiated with the financial institution. If a supplier elects to participate in the SCF program,\nthe supplier decides which invoices are sold to the financial institution and the Mobility Business has no economic interest in a supplier’s decision to sell an invoice. Payments by the Mobility Business to participating suppliers are paid to\nthe financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. See Note 7. Supply Chain Finance Program in the Combined Financial Statements for additional\ninformation for supply chain finance program.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States\nrequires management to make certain estimates and assumptions that may involve the exercise of significant judgment. For any estimate or assumption used, there may be other reasonable estimates or assumptions that could have been used. However,\nbased on facts and circumstances inherent in developing estimates and assumptions, management believes it is unlikely that applying other such estimates and assumptions would have caused materially different amounts to have been reported. Actual\nresults may differ from these estimates.

Revenue Recognition

Sales contracts are primarily for drivetrains, powertrain systems, mechanical, electrical, and electronic components and\nsystems used in on-road and off-road vehicles.

The majority of the Mobility Business’ sales agreements contain performance obligations satisfied at a point in time\nwhen title and risk and rewards of ownership have transferred to the customer. Sales contracts are primarily based on a customer’s purchase order or a blanket purchase order subject to firm releases, frequently covered by terms and conditions\nincluded in a master supply agreement.

Sales are recognized when obligations under the terms of the contract are\nsatisfied and control of promised goods or services have transferred to our customers. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. This is typically when we ship the\nproduct from our facility, or when it arrives at the customer’s facility. Sales are measured at the amount of consideration the Mobility Business expects to be paid in exchange for these products or services.

Payment terms vary by the type and location of the customer and the products or services offered. Generally, the time between\nwhen revenue is recognized and when payment is due is not significant. The Mobility Business does not evaluate whether the selling price includes a financing interest component for contracts that are less than a year. Sales, value added, and other\ntaxes collected concurrent with revenue are

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\nexcluded from Net sales. Shipping and handling costs are treated as fulfillment costs and are included in Cost of products sold.

SpinCo records reductions to sales for returns and customer incentives at the time of the initial sale. Returns and incentives\nare estimated at the time of the sale primarily based on historical experience and are recorded gross on the Combined Balance Sheets. See Note 3. Revenue Recognition in the Combined Financial Statements for additional information.

Impairment of Goodwill

Goodwill is evaluated annually for impairment as of October 1 using either a quantitative or qualitative analysis.\nAdditionally, goodwill is evaluated for impairment whenever an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Goodwill is tested for\nimpairment at the reporting unit level. SpinCo operates as a single operating segment and reporting unit. A reporting unit represents a business with discrete financial information available. SpinCo performs a quantitative analysis using a\ndiscounted cash flow model, but may elect to perform a qualitative analysis.

In performing its annual goodwill impairment\nassessment, SpinCo may apply a qualitative assessment to evaluate relevant events and circumstances that could affect the fair value of a reporting unit, including, but not limited to macroeconomic conditions, industry and market considerations,\ncost factors, overall financial performance, changes in forecasted results, discount rates, and other entity-specific factors. If based on this qualitative assessment, SpinCo determines it is more likely than not that the fair value of a reporting\nunit exceeds its carrying amount, no further testing is performed.

When a quantitative analysis is performed, the fair\nvalue of a reporting unit is estimated using income-based valuation techniques, including discounted cash flow models. These estimates consider forecasted cash flows derived from SpinCo’s long-term operating plans, terminal value assumptions,\nand discount rates that reflect the weighted-average cost of capital of a market participant. The determination of fair value requires significant judgment, including assumptions related to projected revenue growth, operating margins, discount\nrates, and terminal growth rates. Sensitivity analyses may be performed to evaluate the impact of changes in key assumptions on the estimated fair values.

Based on SpinCo’s impairment assessments in 2025 and 2024, the estimated fair value of its reporting unit has continued\nto exceed its respective carrying amount, and no goodwill impairment has been recognized.

Recoverability of Deferred Income Tax Assets

SpinCo is subject to the income tax laws in the jurisdictions in which it operates. In order to determine the income tax\nprovision for financial statement purposes, SpinCo must make significant estimates and judgments about its business operations in these jurisdictions. These estimates and judgments are also used in determining the deferred income tax assets and\nliabilities that have been recognized for differences between the financial statement and income tax basis of assets and liabilities, and income tax loss carryforwards and income tax credit carryforwards.

Management evaluates the realizability of deferred income tax assets for each jurisdiction in which it operates. If the\nMobility Business experiences cumulative pre-tax income in a particular jurisdiction in a three-year period including the current and prior two years, management normally concludes that the deferred income tax\nassets will more likely than not be realizable and no valuation allowance is recognized, unless known or planned operating developments, or changes in tax laws, would lead management to conclude otherwise. However, if SpinCo experiences cumulative pre-tax losses in a particular jurisdiction in a three-year period including the current and prior two years, management then considers a series of factors in the determination of\n

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\nwhether the deferred income tax assets can be realized. These factors include historical operating results, known or planned operating developments, the period of time over which certain\ntemporary differences will reverse, consideration of the utilization of certain deferred income tax liabilities, carryback capability under the tax law in a particular country, prudent and feasible tax planning strategies, changes in tax laws, and\nestimates of future earnings and taxable income using the same assumptions as those used for SpinCo’s goodwill and other impairment testing. After evaluation of these factors, if the deferred income tax assets are expected to be realized\nwithin the tax carryforward period allowed for that specific country, management would conclude that no valuation allowance would be required. To the extent that the deferred income tax assets exceed the amount that is expected to be realized within\nthe tax carryforward period for a particular jurisdiction, management would establish a valuation allowance. For additional information about income taxes see Note 12—Income Taxes in the Combined Financial Statements.

Unrecognized Income Tax Benefits

SpinCo recognizes an income tax benefit from an uncertain tax position only if it is more likely than not that the benefit\nwould be sustained upon examination by taxing authorities, based on the technical merits of the position. SpinCo evaluates and adjusts the amount of unrecognized income tax benefits based on changes in law, facts and circumstances.

The evaluation and determination of the amount of unrecognized income tax benefits related to uncertain tax positions is\ncomplex and involves both the exercise of judgment and the utilization of certain estimates and assumptions. Each tax position carries unique facts and circumstances that must be evaluated in light of current tax laws, regulations, and judicial\ndecisions. Additionally, the ultimate resolution of the majority of SpinCo’s unrecognized income tax benefits is dependent upon uncontrollable factors such as the timing of finalizing resolutions of audit disputes through reaching settlement\nagreements or concluding litigation, or changes in law.

Retirement Benefit Plans

SpinCo’s employees participate in defined contribution plans, defined benefit pension, and other postretirement benefit\nplans sponsored by Eaton, which includes participants of other Eaton businesses (the “Shared Plans”), as well as certain defined benefit plans sponsored by SpinCo.

For the plans sponsored by SpinCo, the amounts included in the combined financial statements are presented in accordance with\nASC 715, Compensation—Retirement Benefits (ASC 715) and the amount recognized as a defined benefit liability is the net total of the benefit obligation minus the fair value of any plan assets (if any). SpinCo accounts for the Shared Plans\nbeing retained by Eaton as multi-employer benefit plans under the guidance in ASC 715. Accordingly, SpinCo does not record an asset or liability to recognize the funded status of these Shared Plans. The related pension and other postretirement\nbenefit expenses for active SpinCo participants are charged to SpinCo based on annual service cost and are reported within Cost of products sold, Selling and administrative expense, and Research and development expense as applicable, in the Combined\nStatements of Income. Non-service costs are reflected as a component of Other expense (income)—net.

In advance of the Transactions, certain of these Shared Plans are expected to be legally split and the assets and liabilities\nattributable to SpinCo employees are to be transferred to SpinCo. Accordingly, SpinCo accounts for these plans as single-employer plans, with the corresponding assets and liabilities are recognized in the Combined Financial Statements. Refer to Note\n11. Retirement Benefit Plans in the Combined Financial Statements for additional information.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET\nRISK

On a regular basis, SpinCo monitors third-party depository institutions that hold its short-term investments,\nprimarily for safety of principal and secondarily for maximizing yield on those funds. SpinCo also monitors the creditworthiness of its customers and suppliers to mitigate any adverse impact.

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SpinCo is exposed to fluctuations in commodity prices due to volatility in\nraw material costs and contractual agreements with suppliers. To partially mitigate this exposure, SpinCo enters into commodity contracts for certain raw material purchases with the objective of minimizing changes in inventory cost due to market\nprice fluctuations. These commodity contracts are designated for hedge accounting and are generally less than one year in duration.

SpinCo is exposed to currency risk associated with translating its functional currency financial statements into its reporting\ncurrency, which is the U.S. dollar. As a result, SpinCo is exposed to movements in the exchange rates of various currencies against the U.S. dollar. SpinCo also monitors exposure to transactions denominated in currencies other than the functional\ncurrency of each country in which SpinCo operates.

SpinCo is exposed to concentrations of credit risk consisting\nprincipally of trade receivables. SpinCo is exposed to credit risk in the event customers fail to meet their contractual payment obligations. SpinCo manages trade receivable credit risk through ongoing customer credit evaluations, including review\nof customer financial information and credit ratings, approval and monitoring of customer credit limits, and an assessment of market conditions.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF\n

DANA AND SPINCO

Introduction\n

On June 10, 2026, Eaton, Eaton Ohio, SpinCo, Merger Sub, and Dana entered into the Merger Agreement, pursuant to\nwhich Dana will combine with the Mobility Business. On the same date, Eaton, Eaton Ohio, Eaton HoldCo, SpinCo and Dana entered into the Separation Agreement. Pursuant to the Separation Agreement, the Merger Agreement, and the Second Letter\nAgreement, among other things, the Mobility Business will be separated from Eaton and combined with Dana in a RMT transaction, as described below. On October 16, 2026, Eaton, Eaton Ohio, Eaton HoldCo, SpinCo, Dana and Merger Sub entered into\nthe Second Letter Agreement, pursuant to which the parties agreed to effect the Second Merger. The transactions contemplated by the Merger Agreement, Second Letter Agreement, and the Separation Agreement, are being undertaken to separate the\nMobility Business from Eaton and combine the Mobility Business with Dana.

Description of the Transactions

In connection with the Transactions and pursuant to these agreements, (1) Eaton will cause the assets and liabilities\nconstituting the Mobility Business (other than the Royal Precision Equity Interests and certain other Specified Assets) to be transferred to SpinCo (as part of the Restructuring) and, if needed SpinCo and certain SpinCo subsidiaries will transfer to\ncertain members of the Eaton Group (excluding Eaton) certain assets that relate to Eaton’s other businesses or do not form part of the Mobility Business and liabilities excluded from the Mobility Business, in order to separate the Mobility\nBusiness from Eaton’s other businesses prior to the Distribution, (2) Eaton will effect the Distribution by causing SpinCo to issue shares of SpinCo common stock to Eaton shareholders, to be effected by way of the Exchange Offer whereby\nEaton redeems Eaton Ordinary Shares held by certain Eaton shareholders in exchange for the issuance by SpinCo of shares of SpinCo common stock to such shareholders, which, if not fully subscribed, may be followed by a\nClean-Up Spin-Off, following which 100% of the SpinCo common stock held by Eaton will be canceled and extinguished, (3) immediately following the Distribution,\nMerger Sub will merge with and into Dana in the Merger, with Dana as the surviving corporation of the Merger and becoming a direct wholly owned subsidiary of SpinCo, and each outstanding share of Dana common stock (other than the Merger Excluded\nShares) will be converted into the right to receive the Merger Exchange Ratio, which is one fully paid and nonassessable share of SpinCo common stock, subject to adjustment as provided in the Merger Agreement, together with cash in lieu of any\nfractional shares of SpinCo common stock, (4) immediately following the Merger and as part of the same overall transaction, Dana will merge with and into Second Merger Sub in the Second Merger, with Second Merger Sub as the surviving entity of\nthe Second Merger and becoming a direct wholly owned subsidiary of SpinCo, and (5) certain assets and liabilities related to the Mobility Business will be sold directly by certain members of the Eaton Group to Dana or its subsidiaries.

Prior to or at the Closing, Eaton Ohio will sell to Dana 100% of the Royal Precision Equity Interests, and the purchasing\nentity of Dana will purchase the Royal Precision Equity Interests, in exchange for a cash payment to Eaton Ohio in an amount equal to the Royal Precision Purchase Price, in each case pursuant to and in accordance with the terms and subject to the\nconditions of the Royal Precision Purchase Agreement. Additionally, in accordance with the Separation Agreement, certain Specified Assets will be sold by certain members of the Eaton Group to Dana or its subsidiaries pursuant to a Specified Asset\nPurchase Agreement. Dana expects to fund the purchase of the Royal Precision Equity Interests and Specified Assets using financing it incurs concurrent with the Transactions (see Description of Financing below for more details).

In connection with the Separation, and prior to the Distribution, SpinCo will make the SpinCo Cash Payment to certain members\nof the Eaton Group (excluding Eaton) of approximately $1.1 billion (subject to a customary cash-and-indebtedness adjustment and the Distribution True-Up Adjustment, increased as a result of any pre-Closing share repurchases by Dana pursuant to the Share Buyback Side Letter and reduced by the Royal\n

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\nPrecision Purchase Price and the Specified Asset Purchase Price). The SpinCo Cash Payment is expected to be funded through new indebtedness incurred by SpinCo prior to the Distribution and this\nindebtedness will remain outstanding at SpinCo (and, following the Mergers, at Second Merger Sub as SpinCo’s wholly owned subsidiary).

Following the consummation of the Transactions and based on the distribution ratio to be determined in accordance with the\nSeparation Agreement, former Eaton shareholders (as of immediately prior to the Distribution) will own, in the aggregate, 50.1% of the issued and outstanding SpinCo common stock and pre-Merger Dana\nstockholders as of immediately prior to the Mergers will own, in the aggregate, 49.9% of the issued and outstanding shares of SpinCo common stock, in each case, on a fully diluted basis. In the event the Distribution is effected as an Exchange Offer\nthat is not fully subscribed, any shares of SpinCo common stock not exchanged in the Exchange Offer will be distributed pro rata to Eaton’s shareholders in the Clean-Up\nSpin-Off. Eaton shareholders that do not participate in the Exchange Offer will retain the shares of Eaton Ordinary Shares that they held prior to the Distribution.

Additionally, the parties have entered into or will enter into various other agreements prior to Closing to provide a\nframework for their relationship following the Distribution and the Mergers, including, among others, the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement, the Confirmation of Intellectual Property Assignment,\nthe Intellectual Property Cross-License Agreement, the Trademark License Agreements and the Real Estate Matters Agreement. In addition, the Transactions contemplate financing arrangements to be entered into by each of Dana and SpinCo, intended to\n(i) fund the SpinCo Cash Payment, (ii) consummate the Dana Refinancing, and (iii) pay transaction-related fees and expenses.

Financing\n

Concurrently with the execution of the Merger Agreement, SpinCo and Dana entered into the Bridge Commitment Letter\npursuant to which the Bridge Commitment Parties committed to provide the Bridge Facility, subject to the terms and conditions of the Bridge Commitment Letter.

Subsequently, SpinCo and Dana entered into the Engagement and Commitment Letter, pursuant to which certain financial\ninstitutions committed to provide the Term A Facility and Revolving Credit Facility. It is expected that, if necessary, the proceeds of the Bridge Facility, to the extent not reduced or replaced by any Additional Permanent Financing, will be\navailable in up to two drawings: one to fund the SpinCo Cash Payment and one to complete the Dana Refinancing.

For the\npurposes of the unaudited pro forma condensed combined financial information herein, SpinCo has assumed a full draw on both the Bridge Facility and Term A Facility. Commitments under the Bridge Facility will be reduced by the amount of any\nadditional permanent financing as well as certain other events. As the terms of permanent financing are not currently determinable, the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026, and\nfor the year ended December 31, 2025, assume the Bridge Facility, which has a maturity of less than one year, is funded at the Closing and remains outstanding for the entirety of the periods presented. The Bridge Facility, Term A Facility and\nrevolving credit facility are described in greater detail below.

Bridge Facility

The $2.6 billion initial aggregate principal commitment amount in respect of the Bridge Facility was reduced by\n$350 million simultaneously with the execution of the Engagement and Commitment Letter, as a result of the commitments in respect of the Term A Facility. If borrowed, the bridge loan matures and is payable in full 364 days after the\nDistribution Date and is expected to bear interest at a rate starting at SOFR plus 2.75% stepping up an additional 0.50% at each of 90, 180 and 270 days after the Distribution Date. For purposes of the\n

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\nadjustment, the unaudited pro forma financial information assumes SOFR as of June 30, 2026, equal to 3.68%. The unaudited pro forma condensed combined statement of operations for the six\nmonths ended June 30, 2026 assumes that the Bridge Facility remains outstanding throughout the period and, accordingly, reflects the continued incurrence of financing fees, including duration fees, structuring fees, and commitment fees, and an\ninterest rate of 7.93%, which represents SOFR of 3.68% plus a 4.25% step up at 270 days after the Distribution Date. Estimated debt issuance costs of $28 million are expected to be incurred in connection with the Bridge Facility.

Term A Facility

The Engagement and Commitment Letter provides for a $350 million Term A Facility, expected to bear interest at a rate\nstarting at SOFR plus 1.375%, with one step up of 0.25% and two step downs of 0.125% based on SpinCo’s total net leverage ratio, with a maturity of 5 years. For purposes of the adjustment, the unaudited pro forma financial information assumes\nSOFR as of June 30, 2026, equal to 3.68%. Estimated debt issuance costs of $1 million are expected to be incurred in connection with the Term A Facility.

Revolving Credit Facility

Dana’s existing revolving credit facility is expected to be replaced by a new revolving credit facility entered into by\nSpinCo and Dana under the Engagement and Commitment Letter. The new $1.2 billion revolving credit facility is expected to bear interest at a rate starting at SOFR plus 1.375%, with one step up of 0.25% and two step downs of 0.125% based on\nSpinCo’s total net leverage ratio, with a maturity of 5 years. The revolving credit facility is not expected to be drawn upon and therefore no drawn amounts and related interest expense is reflected in the unaudited pro forma financial\ninformation included herein. Estimated debt issuance costs of $2 million are expected to be incurred in connection with the revolving credit facility.

Accounting for the Transactions

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026, and the\nunaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, combine the historical consolidated statements of operations of Dana and the historical combined statements of income of SpinCo, giving effect\nto the Transactions, including the financing transactions contemplated by the Commitment Letters, as if they had occurred on January 1, 2025. The unaudited pro forma condensed combined balance sheet as of June 30, 2026, combines the\nhistorical consolidated balance sheet of Dana and the historical combined balance sheet of SpinCo, giving effect to the Transactions, including the financing transactions contemplated by the Commitment Letters, as if they had occurred on\nJune 30, 2026.

The following unaudited pro forma condensed combined financial information should be read in\nconjunction with the following financial statements and accompanying notes for the applicable periods:

\n\n\n\n\n

•

Dana’s audited consolidated financial statements and the notes thereto as of and for the year ended\nDecember 31, 2025, which are included in Dana’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026;

\n\n\n\n\n

•

Dana’s unaudited consolidated financial statements and the notes thereto as of and for the six months\nended June 30, 2026, which are included in Dana’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, as filed with the SEC on August 6, 2026;\n

\n\n\n\n\n

•

SpinCo’s audited combined financial statements and the notes thereto as of and for the year ended\nDecember 31, 2025, included elsewhere in this proxy statement/prospectus; and

\n\n\n\n\n

•

SpinCo’s unaudited condensed combined financial statements and the notes thereto as of and for the six\nmonths ended June 30, 2026, included elsewhere in this proxy statement/prospectus.

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The unaudited pro forma condensed combined financial information presented\nbelow is derived from the historical consolidated financial statements of Dana and the historical combined financial statements of SpinCo. The unaudited pro forma condensed combined financial information and the notes thereto have been prepared to\nillustrate the estimated effects of the Transactions, including the financing transactions contemplated by the Commitment Letters, in accordance with Article 11 of Regulation S-X. The Transactions have been\naccounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, (“ASC 805”), with Dana determined to be the accounting acquirer.\nAccordingly, the unaudited pro forma condensed combined financial information reflects preliminary estimates of the transaction accounting adjustments expected to result from the Transactions.

Autonomous entity adjustments are adjustments that would be necessary to reflect the operations and financial position of\nSpinCo as an autonomous entity given that SpinCo is not currently a stand-alone entity. There are currently no autonomous entity adjustments included in the unaudited pro forma condensed combined financial information as SpinCo will not operate as\nan autonomous entity for any meaningful period, as the Mergers will occur immediately following the Distribution. Additionally, no management adjustments or adjustments related to forward-looking information were included in the notes to the\nunaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial\ninformation has been prepared for illustrative purposes only and does not purport to represent what the combined company’s financial position or results of operations would actually have been had the Transactions occurred on the dates assumed,\nnor is it necessarily indicative of the future results of operations or financial position of the combined company.

The\nTransactions have not been consummated as of the date of preparation of the unaudited pro forma condensed combined financial information, and their completion is subject to numerous conditions, and the satisfaction or waiver of certain conditions\nset forth in the Merger Agreement and related transaction documents. Accordingly, there can be no assurance that the Transactions will be consummated. See “Risk Factors”. The unaudited pro forma condensed combined financial statements\nincluded in this proxy statement/prospectus are based in part on certain assumptions regarding the Transactions and may not be indicative of our future operating performance.

112

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2026

(In millions)

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Historical		Transaction Accounting Adjustments
	Dana		SpinCo after reclassification adjustment (Note 2)			Pre-Merger and Financing Adjustments		Notes		Merger Adjustments		Notes		Pro Forma Combined
Assets
Current assets
Cash and cash equivalents	$	331		$	33		$	367			3a	$	(665	)	4a	$	66
Accounts receivable
Trade		1,287			549			—					(3	)	4b		1,833
Other		286			141			—					—				427
Inventories		980			543			—					53		4c		1,576
Other current assets		285			66			(17	)		3b		—				334
Current assets of disposal group held for sale		36			—			—					—				36

Total current assets		3,205			1,332			350					(615	)			4,272
Goodwill		—			625			—					508		4d		1,133
Intangibles		58			274			—					749		4e		1,081
Deferred tax assets		495			76			(9	)		3c		(248	)	4f		314
Other noncurrent assets		114			60			2			3d		—				176
Investments in affiliates		112			562			—					—				674
Operating lease assets		166			74			—					—				240
Property, plant and equipment, net		1,942			827			2			3e		340		4g		3,111
Noncurrent assets of disposal group held for sale		21			—			—					—				21

Total assets	$	6,113		$	3,830			345				$	734			$	11,022

Liabilities and equity
Current liabilities
Short-term debt	$	—		$	—		$	2,222			3f	$	—			$	2,222
Current portion of long-term debt		27			1			—					—				28
Accounts payable		1,301			579			—					(3	)	4b		1,877
Accrued payroll and employee benefits		170			91			—					—				261
Taxes on income		78			6			—					—				84
Current portion of operating lease liabilities		34			11			—					—				45
Other accrued liabilities		532			199			(17	)		3g, 3h		—				714
Current liabilities of disposal group held for sale		14			—			—					—				14

Total current liabilities		2,156			887			2,205					(3	)			5,245
Long-term debt, less debt issuance cost		1,317			3			(754	)		3f		—				566
Noncurrent operating lease liabilities		125			65			—					—				190
Pension and postretirement obligations		241			35			—					—				276
Other noncurrent liabilities		291			114			(42	)		3h		13		4h		376
Noncurrent liabilities of disposal group held for sale		—			—			—					—				—

Total liabilities		4,130			1,104			1,409					10				6,653

113


	Historical			Transaction Accounting Adjustments
	Dana			SpinCo after reclassification adjustment (Note 2)			Pre-Merger and Financing Adjustments		Notes		Merger Adjustments		Notes		Pro Forma Combined
Commitments and contingencies
Parent company stockholders’ equity
Preferred stock		—				—			—					—				—
Common stock		1				—			—					1		4i		2
Additional paid-in capital		1,518				—			(300	)		3i		2,743		4i		3,961
Retained earnings		1,290				—			(7	)		3i		(51	)	4i		1,232
Treasury stock		(52	)			—			—					—				(52	)
Accumulated other comprehensive loss		(837	)			(420	)		—					420		4i		(837	)
Net parent investment		—				3,146			(757	)		3i		(2,389	)	4i		—

Total parent company stockholders’ equity		1,920				2,726			(1,064	)				724				4,306
Noncontrolling interests		63				—			—					—				63

Total equity		1,983				2,726			(1,064	)				724				4,369

Total liabilities and equity	$	6,113			$	3,830		$	345				$	734			$	11,022

See the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information, which are\nan integral part hereof.

114

Unaudited Pro Forma Condensed Combined Statement of Operations

For the six months ended June 30, 2026

(In millions, except per share amounts)


	Historical			Transaction Accounting Adjustments
	Dana			SpinCo after reclassification adjustments (Note 2)			Pre-Merger and Financing Adjustments		Notes		Merger Adjustments		Notes			Pro Forma Combined
Net sales	$	3,878			$	1,620		$	—					$	(9	)	4j	$	5,489
Costs and expenses
Cost of sales		3,499				1,292			—						(5	)	4k		4,786
Selling, general and administrative expenses		206				165			(6	)		3j			2		4l		367
Amortization of intangibles		3				13			—						36		4m		52
Restructuring charges, net		15				3			—						—				18
Other income (expense), net		(60	)			(12	)		1			3k			2		4n		(69	)

Earnings (loss) from continuing operations before interest and income taxes		95				135			7						(40	)			197
Loss on extinguishment of debt		(7	)			—			—						—				(7	)
Interest income		10				1			—						—				11
Interest expense		43				—			118			3m			—				161

Earnings (loss) from continuing operations before income taxes		55				136			(111	)					(40	)			40
Income tax expense (benefit)		68				35			(27	)		3n			(7	)	4o		69
Equity in earnings (loss) of affiliates		9				(15	)		—						—				(6	)

Net income (loss) from continuing operations		(4	)			86			(84	)					(33	)			(35	)
Less: Noncontrolling interests net income from continuing operations		9				—			—						—				9

Net income (loss) from continuing operations attributable to the parent company	$	(13	)		$	86		$	(84	)				$	(33	)		$	(44	)

Net income (loss) per share available to common stockholders
Basic earnings (loss) per share from continuing operations	$	(0.12	)															$	(0.21	)
Diluted earnings (loss) per share from continuing operations	$	(0.12	)															$	(0.21	)
Weighted average common shares outstanding:
Basic		109.0																	207.5
Diluted		109.0																	207.5

See the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information, which are\nan integral part hereof.

115

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2025

(In millions, except per share amounts)


	Historical			Transaction Accounting Adjustments
	Dana			SpinCo after reclassification adjustments (Note 2)			Pre-Merger and Financing Adjustments		Notes		Merger Adjustments		Notes			Pro Forma Combined
Net sales	$	7,500			$	3,140		$	—					$	(20	)	4j	$	10,620
Costs and expenses
Cost of sales		6,898				2,471			—						34		4k		9,403
Selling, general and administrative expenses		387				358			(13	)		3j			66		4l		798
Amortization of intangibles		7				26			—						72		4m		105
Restructuring charges, net		23				31			—						—				54
Other income (expense), net		(46	)			(15	)		—						(2	)	4n		(63	)

Earnings (loss) from continuing operations before interest and income taxes		139				239			13						(194	)			197
Loss on extinguishment of debt		—				—			(9	)		3l			—				(9	)
Interest income		10				2			—						—				12
Interest expense		181				—			106			3m			—				287

Earnings (loss) from continuing operations before income taxes		(32	)			241			(102	)					(194	)			(87	)
Income tax expense (benefit)		53				65			(24	)		3n			(41	)	4o		53
Equity in earnings (loss) of affiliates		32				(1	)		—						—				31

Net income (loss) from continuing operations		(53	)			175			(78	)					(153	)			(109	)
Less: Noncontrolling interests net income from continuing operations		17				—			—						—				17

Net income (loss) from continuing operations attributable to the parent company	$	(70	)		$	175		$	(78	)				$	(153	)		$	(126	)

Net income (loss) per share available to common stockholders
Basic earnings (loss) per share from continuing operations	$	(0.52	)															$	(0.54	)
Diluted earnings (loss) per share from continuing operations	$	(0.52	)															$	(0.54	)
Weighted average common shares outstanding:
Basic		133.7																	233.2
Diluted		133.7																	233.2

See the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information, which are\nan integral part hereof.

116

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(In millions, except per share amounts)

1) Basis of\nPresentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with\nArticle 11 of Regulation S-X and is based on the historical consolidated financial statements of Dana and the historical combined financial statements of SpinCo. The unaudited pro forma condensed combined\nbalance sheet combines the historical consolidated balance sheet of Dana and the historical combined balance sheet of SpinCo as of June 30, 2026, giving effect to the Transactions, including the financing transactions contemplated by the\nCommitment Letters, as if they had occurred on June 30, 2026, assuming SOFR rates and terms previously described in this proxy statement/prospectus. The unaudited pro forma condensed combined statements of operations combine the historical\nconsolidated statements of operations of Dana and the historical combined statements of income of SpinCo for the six months ended June 30, 2026, and for the year ended December 31, 2025, in each case giving effect to the Transactions,\nincluding the financing transactions contemplated by the Commitment Letters, as if they had occurred on January 1, 2025, (assuming SOFR rates and terms previously described in this proxy statement/prospectus), the beginning of the earliest\nperiod presented. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to transaction accounting adjustments that reflect the accounting for the\nTransactions.

For purposes of the Transactions, the distribution ratio and related merger exchange mechanics are expected\nto be determined such that, immediately following the Distribution, former Eaton shareholders (in their capacity as such) will own 50.1% of the issued and outstanding shares of SpinCo common stock and holders of Dana common stock immediately prior\nto the Mergers (in their capacity as such) will own 49.9% of the issued and outstanding shares of SpinCo common stock, in each case, on a fully diluted basis, subject to adjustment in accordance with the Transaction Agreements. The estimated number\nof shares reflected in the unaudited pro forma condensed combined financial information is based on these ownership assumptions and the preliminary exchange ratio described elsewhere in this proxy statement/prospectus.

As discussed in the accompanying notes to the historical financial statements of SpinCo included elsewhere in this proxy\nstatement/prospectus, the historical combined financial statements of SpinCo have been prepared on a carve-out basis from Eaton’s historical consolidated financial statements using the historical results\nof operations, assets and liabilities attributable to the businesses comprising SpinCo and include allocations of certain corporate and shared service expenses from Eaton. Therefore, the historical financial statements of SpinCo reflect\nSpinCo’s combined financial position and results of operations as the business was historically operated as part of Eaton prior to the Separation. Separate financial statements have not historically been presented for SpinCo. The preparation\nof the historical financial statements of SpinCo required considerable judgment of management and reflects significant assumptions and allocations that management believes are reasonable and consistently applied. As a result, the historical\nfinancial statements of SpinCo may not be indicative of SpinCo’s future performance and do not necessarily reflect what SpinCo’s combined results of operations, financial condition and cash flows would have been had SpinCo operated as a\nseparate company during the periods presented.

Following the Transactions, SpinCo will need to replace the shared\nservices received from Eaton either by obtaining them internally from Dana’s existing services, by obtaining them from unaffiliated third parties, or by obtaining them from Eaton pursuant to the Transition Services Agreement. These services\ninclude certain corporate level functions, the effective and appropriate performance of which is critical to the operations of SpinCo following the Transactions. While Eaton will provide certain services on a transitional basis pursuant to the\nTransition Services Agreement, the terms of each such service will be set forth in the applicable services schedule and, subject to extension, the aggregate term for any service will not exceed 24 months after the Distribution Date. Following the\nTransactions, SpinCo may be unable to replace these services in a timely manner or on terms and conditions as favorable as those SpinCo previously received from Eaton. Due to the preliminary nature of these arrangements, no adjustment has been\nreflected in the pro forma condensed combined

117

\nfinancial statements for any potential increase in costs related to these services. The costs for these services could in the aggregate be higher than the combination of Dana’s current\ncosts and those reflected in the historical combined financial statements of SpinCo.

The Transactions have been accounted\nfor using the acquisition method of accounting in accordance with ASC 805, with Dana as the accounting acquirer of SpinCo. In identifying Dana as the accounting acquirer, Dana’s conclusion is based primarily upon the following facts:\n(i) eight of eleven individuals comprising the company’s board of directors following the Mergers will be selected by Dana, (ii) the current executive chairman, chief executive officer and chief financial officer of Dana are expected\nto continue in the same capacities for the combined company after the Mergers; (iii) Dana’s relative size, on the basis of net sales and total assets, is significantly larger than SpinCo; and (iv) the combined company’s name\nwill remain Dana Incorporated, the ticker symbol will continue to be Dana’s current ticker and the headquarters of the combined entity will be Dana’s existing headquarters. The acquisition method of accounting, based on ASC 805, uses the\nfair value concepts defined in ASC 820, Fair Value Measurement (“ASC 820”). Fair value is defined in ASC 820 as the “price that would be received to sell an asset or paid to transfer a liability in an\norderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of\nalternative estimates using the same facts and circumstances. ASC 805 requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at fair value as of the merger date, with any excess purchase\nprice allocated to goodwill.

As of the date of this proxy statement/prospectus, the accompanying unaudited pro forma\npurchase price allocation is preliminary and is subject to further adjustments as additional information becomes available and as additional analyses and final valuations are completed. The potential changes to the purchase price allocation and\nrelated pro forma adjustments could be material. The transaction accounting adjustments represent Dana’s best estimates and are based upon currently available information and certain assumptions that Dana believes are reasonable under\nthe circumstances.

Upon completion of the Transactions, Dana will perform a comprehensive review of SpinCo’s\naccounting policies and financial statement presentation. As a result of the review, Dana may identify differences between the accounting policies and financial statement presentation of the two companies, which when conformed, could have\na material impact on the unaudited pro forma condensed combined financial information. With the information currently available, Dana has determined that no significant adjustments are necessary to conform SpinCo’s historical combined\nfinancial statements to the accounting policies used by Dana. As a result, the unaudited pro forma condensed combined financial information presented assumes there are no differences in accounting policies. However, certain\nreclassifications have been made to the historical presentation of SpinCo to conform to the presentation used in the unaudited pro forma condensed combined financial statements (see Note 2). These reclassifications have no impact on the\nhistorical net income, total assets, liabilities or equity reported by SpinCo.

The unaudited pro forma condensed combined\nfinancial information does not reflect any anticipated revenue enhancements, cost savings or operating synergies that Dana may achieve as a result of the Mergers, the total expected costs to integrate the operations of Dana and SpinCo, or the total\nexpected costs necessary to achieve such revenue enhancements, cost savings, or operating synergies.

The preparation of\nunaudited pro forma condensed combined financial information requires Dana management to make estimates and assumptions that affect the amounts reported in such financial information and the notes thereto. These unaudited pro forma condensed\ncombined financial statements, including the preliminary purchase price allocation, are presented for illustrative purposes only and do not necessarily reflect the operating results that would have occurred if the Transactions had been completed on\nthe dates indicated, nor is it necessarily indicative of the results of operations that may be expected for any future period or date. Accordingly, such information should not be relied upon as an indicator of future performance, financial\ncondition, or liquidity.

118

2) Presentation and Reclassification Adjustments

Certain reclassifications have been made on a preliminary basis to the historical presentation of the combined statements of\nincome and combined balance sheet of SpinCo included within the unaudited pro forma condensed combined financial statements to conform to the financial statement presentation of Dana. These reclassifications had no impact on total assets,\nliabilities, stockholders’ equity, or net income. The following tables indicate the reclassification and conforming adjustments made for the purpose of the unaudited pro forma condensed combined financial statements included in this proxy\nstatement/prospectus.

119

SpinCo Condensed Combined Balance Sheet Reclassifications

As of June 30, 2026


(in millions)	SpinCo before Reclassification		Reclassification Amount			Note Ref.	After Reclassification
Assets
Current assets
Cash and cash equivalents	$	—		$	33		2a	$	33
Short-term investments		33			(33	)	2a		—
Accounts receivable - net		688			(549	)	2b		—
		—			(139	)	2c		—
Accounts receivable
Trade		—			549		2b		549
Other		—			139		2c		141
		—			2		2d
Related party receivable		2			(2	)	2d		—
Inventory		543			(543	)	2e		—
Inventories		—			543		2e		543
Other current assets		—			66		2f		66
Prepaid expenses and other current assets		66			(66	)	2f		—
Current assets of disposal group held for sale		—			—				—

Total current assets		1,332			—				1,332

Goodwill		625			—				625
Intangibles		—			274		2g		274
Other intangible assets		274			(274	)	2g		—
Deferred tax assets		—			76		2h		76
Deferred income taxes		76			(76	)	2h		—
Other noncurrent assets		—			60		2i		60
Other assets		91			(31	)	2j		—
					(60	)	2i
Investments in affiliates		—			562		2k		562
Investments in equity investees		562			(562	)	2k		—
Operating lease assets		74			—				74
Property, plant and equipment, net		—			796		2l		827
					31		2j
Property, plant and equipment
Land and buildings		441			(441	)	2l		—
Machinery and equipment		2,246			(2,246	)	2l		—

Gross property, plant and equipment		2,687			(2,687	)	2l		—
Accumulated depreciation		1,891			(1,891	)	2l		—

Net property, plant and equipment		796			(796	)	2l		—

Noncurrent assets of disposal group held for sale		—			—				—

Total assets	$	3,830		$	—			$	3,830

Liabilities and equity
Current liabilities
Short-term debt	$	—		$	—			$	—
Current portion of long-term debt		—			1		2r		1
Accounts payable		579			—				579
Related party payable		—			—				—

120


(in millions)	SpinCo before Reclassification			Reclassification Amount			Note Ref.	After Reclassification
Accrued payroll and employee benefits		—				66		2m		91
						25		2n
Accrued compensation		66				(66	)	2m
Taxes on income		—				6		2o		6
Current portion of operating lease liabilities		—				11		2p		11
Other accrued liabilities		—				199		2q		199
Other current liabilities		242				(25	)	2n		—
						(6	)	2o
						(11	)	2p
						(199	)	2q
						(1	)	2r
Current liabilities of disposal group held for sale		—				—				—

Total current liabilities		887				—				887

Long-term debt, less debt issuance costs		—				3		2u		3
Noncurrent operating lease liabilities		—				65		2s		65
Operating lease liabilities		65				(65	)	2s		—
Pension and postretirement obligations		—				35		2t		35
Pension and other postretirement benefit liabilities		35				(35	)	2t		—
Other noncurrent liabilities		117				(3	)	2u		114
Noncurrent liabilities of disposal group held for sale		—				—				—

Total liabilities		1,104				—				1,104

Commitments and contingencies
Parent company stockholders’ equity
Preferred stock		—				—				—
Common stock		—				—				—
Additional paid-in capital		—				—				—
Retained earnings		—				—				—
Treasury stock		—				—				—
Accumulated other comprehensive loss		(420	)			—				(420	)
Net parent investment		3,146				—				3,146

Total parent company stockholders’ equity		2,726				—				2,726

Noncontrolling interests		—				—				—

Total equity		2,726				—				2,726

Total liabilities and equity	$	3,830			$	—			$	3,830

121

SpinCo Condensed Combined Statement of Income Reclassifications

For the six months ended June 30, 2026


(in millions)	SpinCo before Reclassification		Reclassification Amount			Note Ref.	After Reclassification
Net sales	$	1,620		$	—			$	1,620
Costs and expenses
Cost of products sold		1,264			(1,264	)	2v		—
Cost of sales		—			1,264		2v		1,292
					(13	)	2x
					(2	)	2y
					1		2z
					42		2aa
Selling and administrative expense		167			(167	)	2w		—
Selling, general and administrative expenses		—			167		2w		165
					(1	)	2y
					(1	)	2z
Amortization of intangibles		—			13		2x		13
Restructuring charges, net		—			3		2y		3
Research and development expense		43			(1	)	2y		—
					(42	)	2aa
Other expense - net		24			(24	)	2ab		—
Other income (expense), net		—			(24	)	2ab		(12	)
					(1	)	2y
					15		2ac
					(2	)	2ae

Earnings (loss) from continuing operations before interest and income tax		122			13				135
Interest expense (income) - net		1			1		2ad		—
					(2	)	2ae
Interest income		—			1		2ad		1
Interest expense		—			—				—

Earnings (loss) from continuing operations before income taxes		121			15				136
Income tax expense		35			—				35
Equity in earnings (loss) of affiliates		—			(15	)	2ac		(15	)

Net income (loss) from continuing operations	$	86		$	—			$	86

122

SpinCo Condensed Combined Statement of Income Reclassifications

For the year ended December 31, 2025


(in millions)	SpinCo before Reclassification			Reclassification Amount			Note Ref.	After Reclassification
Net sales	$	3,140			$	—			$	3,140
Costs and expenses
Cost of products sold		2,406				(2,406	)	2v		—
Cost of sales		—				2,406		2v		2,471
						(26	)	2x
						(1	)	2y
						2		2z
						90		2aa
Selling and administrative expense		377				(377	)	2w		—
Selling, general and administrative expenses		—				377		2w		358
						(17	)	2y
						(2	)	2z
Amortization of intangibles		—				26		2x		26
Restructuring charges, net		—				31		2y		31
Research and development expense		100				(10	)	2y		—
						(90	)	2aa
Other expense (income) - net		29				(29	)	2ab		—
Other income (expense), net		—				(29	)	2ab		(15	)
						3		2y
						1		2ac
						10		2ae

Earnings (loss) from continuing operations before interest and income tax		228				11				239
Interest income - net		(12	)			2		2ad		—
						10		2ae
Interest income		—				2		2ad		2
Interest expense		—				—				—

Earnings (loss) from continuing operations before income taxes		240				1				241
Income tax expense		65				—				65
Equity in earnings (loss) of affiliates		—				(1	)	2ac		(1	)

Net income (loss) from continuing operations	$	175			$	—			$	175

The following items represent certain reclassifications of the historical financial statement\nline items of SpinCo to conform to the expected financial statement line items of Dana including:

Balance sheet items:

\n\n\n\n

Short-term investments were reclassified to Cash and cash equivalents.

\n\n\n\n

Trade receivables were reclassified from Accounts receivable - net to Accounts Receivable - Trade. The\namount reclassified was $549 million as of June 30, 2026.

\n\n\n\n

Other receivables were reclassified from Accounts receivable - net to Accounts receivable - Other. The\namount reclassified was $139 million as of June 30, 2026.

\n\n\n\n

Related party receivable was reclassified to Accounts receivable - Other. The amount reclassified was\n$2 million as of June 30, 2026.

123

\n\n\n\n

Inventory was reclassified to Inventories.

\n\n\n\n

Prepaid expenses and other current assets were reclassified to Other current assets.

\n\n\n\n

Other intangible assets were reclassified to Intangibles.

\n\n\n\n

Deferred income taxes were reclassified to Deferred tax assets.

\n\n\n\n

Other assets not reclassified in (j) were reclassified to Other noncurrent assets. The amount\nreclassified was $60 million as of June 30, 2026.

\n\n\n\n

Capitalized software included within Other assets was reclassified to Property, plant and equipment, net.\nThe amount reclassified was $31 million as of June 30, 2026.

\n\n\n\n

Investments in equity investees was reclassified to Investments in affiliates.

\n\n\n\n

Net property, plant and equipment was reclassified to Property, plant and equipment, net.\n

\n\n\n\n

Accrued compensation was reclassified to Accrued payroll and employee benefits. The amount reclassified was\n$66 million as of June 30, 2026.

\n\n\n\n

Accrued compensation costs recorded in Other current liabilities were reclassified to Accrued payroll and\nemployee benefits. The amount reclassified was $25 million as of June 30, 2026.

\n\n\n\n

Income taxes payable recorded in Other current liabilities were reclassified to Taxes on income. The amount\nreclassified was $6 million as of June 30, 2026.

\n\n\n\n

The current portion of operating lease liabilities recorded in Other current liabilities was reclassified to\nCurrent portion of operating lease liabilities. The amount reclassified was $11 million as of June 30, 2026.

\n\n\n\n

Other current liabilities not captured in (n), (o), (p) or (r) were reclassified to Other accrued\nliabilities. The amount reclassified was $199 million as of June 30, 2026.

\n\n\n\n

The current portion of long-term debt recorded in Other current liabilities was reclassified to Current\nportion of long-term debt. The amount reclassified was $1 million as of June 30, 2026.

\n\n\n\n

Operating lease liabilities were reclassified to Noncurrent operating lease liabilities.\n

\n\n\n\n

Pension and other postretirement benefit liabilities were reclassified to Pension and postretirement\nobligations.

\n\n\n\n

Long-term debt recorded in Other noncurrent liabilities was reclassified to Long-term debt, less debt\nissuance costs.

Statement of operations items:

\n\n\n\n

Cost of products sold was reclassified to Cost of sales.

\n\n\n\n

Selling and administrative expense was reclassified to Selling, general and administrative expenses.\n

\n\n\n\n

Amortization costs for customer relationships, trademarks, and tradenames have been reclassified from Cost\nof sales to Amortization of intangibles. The amount reclassified was $13 million and $26 million for the six months ended June 30, 2026, and the year ended December 31, 2025, respectively.

\n\n\n\n

Restructuring costs were reclassified from (i) Cost of sales, (ii) Selling, general and\nadministrative expense, (iii) Research and development expense, and (iv) Other income (expense), net to Restructuring charges. The amount reclassified was $3 million and $31 million for the six months ended June 30, 2026,\nand the year ended December 31, 2025, respectively.

\n\n\n\n

Amortization costs for core technology and patents were reclassified from Selling, general, and\nadministrative expenses to Cost of sales. The amount reclassified was $1 million and $2 million for the six months ended June 30, 2026, and the year ended December 31, 2025, respectively.

124

\n\n\n\n

aa.

Research and development expense not captured in (y) was reclassified to Cost of sales. The amount\nreclassified was $42 million and $90 million for the six months ended June 30, 2026, and the year ended December 31, 2025, respectively.

\n\n\n\n

ab.

Other expense - net was reclassified to Other income (expense), net for the six months ended June 30,\n2026. Other expense (income) - net was reclassified to Other income (expense), net for the year ended December 31, 2025.

\n\n\n\n

ac.

Equity in earnings (loss) of affiliates was reclassified from Other income (expense), net to Equity in\nearnings (loss) of affiliates for the six months ended June 30, 2026. Equity in earnings (loss) of affiliates was reclassified from Other income (expense), net to Equity in earnings (loss) of affiliates for the year ended December 31,\n2025. The amount reclassified was $15 million and $1 million for the six months ended June 30, 2026, and the year ended December 31, 2025, respectively.

\n\n\n\n

ad.

Interest income from short-term investments was reclassified from Interest expense (income) - net to\nInterest income for the six months ended June 30, 2026. Interest income from short-term investments was reclassified from Interest income - net to Interest income for the year ended December 31, 2025. The amount reclassified was\n$1 million and $2 million for the six months ended June 30, 2026, and the year ended December 31, 2025, respectively.

\n\n\n\n

ae.

Losses from foreign exchange balance sheet hedges and non-hedged\ntransactions were reclassified from Interest expense (income) - net to Other income (expense), net for the six months ended June 30, 2026. Gains from foreign exchange balance sheet hedges and non-hedged\ntransactions were reclassified from Interest income - net to Other income (expense), net. The amount reclassified was a $2 million loss and $10 million gain for the six months ended June 30, 2026, and the year ended December 31,\n2025, respectively.

3) Pre-Merger and Financing Adjustments

In accordance with the Separation Agreement, certain assets and liabilities are to be transferred from Parent to SpinCo that\nare currently not reflected in the historical balance sheet of SpinCo. In addition, the historical balance sheet of SpinCo reflects certain assets and liabilities that are not to be transferred from Parent to SpinCo. Therefore, the unaudited pro\nforma condensed combined pro forma balance sheet and unaudited condensed combined pro forma statement of operations reflect the impact of inclusion or exclusion of these assets, liabilities, and related costs as necessary through pre-merger adjustments.

In addition, the following adjustments included in the\nunaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of operations reflect the impact of financing transactions, including the SpinCo Cash Payment and estimated share repurchases by Dana.

125

Balance Sheet

\n\n\n\n

The pro forma adjustment to Cash and cash equivalents represents refinancing of existing Dana debt, issuance\nof the Bridge Facility and Term A Facility, the SpinCo Cash Payment, and estimated shares to be repurchased by Dana as follows:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


(in millions)	As of June 30, 2026
Proceeds from the issuance of the SpinCo\nDebt¹	$	2,600
Refinancing of existing Dana debt		(1,111	)
SpinCo Cash Payment to Eaton		(794	)
Cash payment for debt issuance costs and financing fees related to the SpinCo Debt²		(28	)
Estimated repurchases of Dana\nshares³		(300	)

Pro forma adjustment to Cash and cash equivalents	$	367

\n\n\n\n

Proceeds from the issuance of SpinCo debt include $350 million from the Term A Facility and\n$2,250 million from the Bridge Facility.

\n\n\n\n

Of the $31 million of total debt issuance costs and financing fees related to the SpinCo Debt,\n$3 million related to the Bridge Facility were already paid in the six months ended June 30, 2026.

\n\n\n\n

Represents Dana’s estimate of shares to be repurchased pursuant to the Share Buyback Side Letter.\n

The SpinCo Cash Payment shown above was calculated as follows (amounts shown in millions):

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Beginning SpinCo Cash Payment	$	1,101
Estimated repurchases of Dana\nshares¹		301
Cash payment for Royal Precision		(245	)
Cash payment for Specified Assets		(363	)

Ending SpinCo Cash Payment	$	794

\n\n\n\n

The increase to the SpinCo Cash Payment for shares repurchased by Dana is calculated by multiplying the\naggregate purchase price paid by Dana for shares of Dana common stock by 100.40%, as defined in the Share Buyback Side Letter.

\n\n\n\n

The pro forma adjustment to Other current assets represents the removal of capitalized debt issuance costs\nassociated with the Bridge Facility included in the unaudited consolidated balance sheet of Dana of $17 million.

\n\n\n\n

The pro forma adjustment to Deferred tax assets and liabilities represents activity associated with the\nfinancing fees, debt issuance costs, and the adjustments to SpinCo net assets included in the historical condensed combined financial statements of $9 million.

\n\n\n\n

The pro forma adjustment to Other non-current assets represents an\nadjustment to capitalize unamortized debt issuance costs for the revolving credit facility of $2 million.

\n\n\n\n

The pro forma adjustment to Property, plant, and equipment represents a net adjustment of $2 million\nthat will be acquired by SpinCo from Parent that is not reflected in the historical condensed combined balance sheet of SpinCo.

126

\n\n\n\n

The pro forma adjustment to Short-term debt and Long-term debt relates to the debt issuance and refinancing\nof existing Dana debt in connection with the Bridge Facility and Term A Facility as follows:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


(in millions)	As of June 30, 2026
Proceeds from the issuance of the SpinCo Debt	$	2,600
Refinancing of existing Dana debt		(1,111	)
Removal of debt issuance costs and financing fees of existing Dana debt		8
Debt issuance costs and financing fees related to the SpinCo Debt¹		(29	)

Total pro forma adjustment for debt	$	1,468

Pro forma adjustment to Short-term debt	$	2,222

Pro forma adjustment to Long-term debt	$	(754	)

\n\n\n\n

This represents debt issuance costs for the Bridge Facility and the Term A Facility.

See below for additional detail on Dana’s indebtedness as of June 30, 2026, to be refinanced:


(in millions)	Interest Rate			June 30, 2026
Senior Euro Notes due July 15, 2029		3.000	%		$	210
Senior Notes due September 1, 2030		4.250	%			227
Senior Euro Notes due July 15, 2031		8.500	%			476
Senior Notes due February 15, 2032		4.500	%			198

Existing Dana debt					$	1,111
Debt issuance costs						(8	)

Existing Dana debt, net of debt issuance costs					$	1,103

\n\n\n\n

The pro forma adjustment to Other accrued liabilities represents the removal of accrued debt issuance costs\nnot yet paid for the Bridge Facility of $13 million. Refer to Note 3(a) for additional information.

\n\n\n\n

The pro forma adjustment to Other accrued liabilities and Other noncurrent liabilities represents\nliabilities retained by Parent but reflected in the historical condensed combined financial information of SpinCo. The adjustments to Other accrued liabilities and Other noncurrent liabilities are $4 million and $42 million, respectively.\n

\n\n\n\n

The following pro forma pre-merger and financing adjustments have\nbeen recorded to equity balances in the unaudited pro forma condensed combined balance sheet:


(in millions)	Common Stock		Additional paid-in capital			Retained Earnings		Accumulated other comprehensive income		Net parent investment
SpinCo Cash Payment	$	—		$	—		$	—		$	—	$	(794	)
Write-off of Dana deferred debt issuance costs, net of\ntax		—			—			(7	)		—		—
Estimated repurchases of Dana shares		—			(300	)		—			—		—
Adjustments to net assets included in the historical condensed combined financial information of\nSpinCo, net of tax¹		—			—			—			—		37

Pro forma adjustment to Total stockholders’ equity	$	—		$	(300	)	$	(7	)	$	—	$	(757	)

\n\n\n

¹	Refer to Note 3c, 3e, and 3h for additional information

127

Statement of Operations

\n\n\n\n

The pro forma adjustment to Selling, general, and administrative expense removes $6 million and\n$13 million of expense for the six months ended June 30, 2026, and year ended December 31, 2025, related to certain liabilities and related expenses included in the SpinCo condensed combined financial statements which will be retained\nby Parent.

\n\n\n\n

The pro forma adjustment to Other income (expense), net represents the reversal of historical amortization\nof debt issuance costs associated with the Bridge Facility of $1 million for the six months ended June 30, 2026.

\n\n\n\n

The pro forma adjustment to Loss on extinguishment of debt represents the\nwrite-off of debt issuance costs of refinanced Dana debt and the replaced revolving credit facility of $9 million for the year ended December 31, 2025.

\n\n\n\n

The pro forma adjustment to Interest expense reflects the contemplated Dana Refinancing. The adjustment\nincludes (i) the removal of historical interest expense and the related amortization of historical debt issuance costs associated with indebtedness expected to be repaid or refinanced as a part of the Dana Refinancing, and (ii) the\nrecognition of interest expense associated with the new financing arrangements expected to be entered into in connection with the Mergers. The following table summarizes the pro forma adjustments that have been recorded in the unaudited pro forma\ncondensed combined statements of operations in relation to the SpinCo Debt:


(in millions)	Six months ended June 30, 2026			Year ended December 31, 2025
Interest expense on the Bridge Facility	$	91			$	164
Interest expense on the Term A Facility		9				18
Financing fees for debt financing		55				66
Amortization of new debt issuance costs		1				28
Removal of historical interest expense and amortization of debt issuance cost		(38	)			(170	)

Pro forma adjustment to Interest expense	$	118			$	106

The weighted-average interest rate on the Bridge Facility and Term A Facility is expected to\nbe 6.89%. For each 0.125% change in the interest rate, interest expense would increase or decrease by approximately $2 million and $3 million for the six months ended June 30, 2026, and year ended December 31, 2025.

The fees SpinCo will ultimately pay, and the level of net debt expected to be incurred could vary significantly from what is\nassumed in this unaudited pro forma condensed combined financial information. Variances could arise from multiple factors including: the amount of cash on hand at the time of the closing, actual timing and amount of borrowings and repayments under\nthe Bridge Facility, the actual mix of permanent debt financing, the actual fixed/floating interest rate mix of permanent debt financing, and SpinCo’s credit rating. Accordingly, the estimated interest expense reflected in this unaudited pro\nforma condensed combined financial information may change and the change could be significant.

\n\n\n\n

The pro forma adjustment to income tax expense (benefit) represents the income tax benefit resulting from\nthe aggregate increase in expenses due to the pre-merger and financing transaction accounting adjustments described herein. As a result of the corresponding decrease in earnings before income taxes in the\nstatement of operations, an income tax benefit of $27 million and $24 million is recognized for the six months ended June 30, 2026, and year ended December 31, 2025, respectively. A blended statutory tax rate of approximately 24%\nis assumed for all pro forma adjustments. The blended statutory tax rate is not necessarily indicative of the statutory tax rate of Dana following the Transactions, which could be significantly different depending on post-acquisition activities, and\nthe geographical mix of income.

128

4) Merger Adjustments

This note describes the effects of the Mergers reflected in the unaudited pro forma condensed combined financial information\nand includes the following sections:

\n\n\n\n\n

•

Estimated preliminary purchase consideration: summarizes the components used to determine the\nconsideration expected to be transferred in connection with the Mergers.

\n\n\n\n\n

•

Estimated preliminary purchase price allocation: presents estimated allocation of the consideration to\nthe identifiable assets acquired and liabilities assumed based on their preliminary estimated fair values, with the residual amount recorded as goodwill.

\n\n\n\n\n

•

Merger adjustments: describes the transaction accounting adjustments made to reflect the effects of the\nMergers in the unaudited pro forma condensed combined financial statements.

Estimated preliminary purchase consideration\n

The Transactions involve the use of a RMT acquisition structure, with SpinCo representing the legal acquirer and\nDana representing the accounting acquirer. While purchase consideration transferred in a business combination is typically measured by reference to the fair value of equity issued or other assets transferred by the accounting acquirer, Dana is not\nissuing any equity consideration in the merger. Accordingly, the fair value of the equity portion of the purchase consideration transferred was measured based on the number of shares of common stock Dana would have to issue to give the shareholders\nof SpinCo the same ownership interest in the combined company that results from the reverse merger acquisition. Further, the portion of the SpinCo Cash Payment paid by Dana to Eaton for the Royal Precision Equity Interests and Specified Assets is\nincluded in purchase consideration, with the remainder of the SpinCo Cash Payment treated as an assumed liability. The assumed liability is reflected as Debt in the preliminary purchase price allocation table.

As part of the Distribution, Eaton is offering to redeem all or a portion of the Eaton Ordinary Shares held by its\nshareholders, in exchange for the issuance of shares of SpinCo common stock. If the Exchange Offer is consummated but is not fully subscribed because the number of Eaton Ordinary Shares elected to be redeemed results in fewer than all of the shares\nof SpinCo common stock being exchanged, Eaton will cause SpinCo to issue the remaining shares of SpinCo common stock on a pro rata basis to Eaton shareholders whose Eaton Ordinary Shares remain outstanding after consummation of the Exchange Offer in\na Clean-Up Spin-Off. In the Mergers, each outstanding share of Dana common stock (except for Merger Excluded Shares) will be automatically converted into the\nright to receive the Merger Exchange Ratio, which is one fully paid and nonassessable share of SpinCo common stock, subject to adjustment as provided in the Merger Agreement, together with cash in lieu of any fractional shares of SpinCo common\nstock. Upon completion of the Mergers, holders of Eaton stock that received shares of SpinCo common stock in the Distribution will own 50.1% of the issued and outstanding shares of SpinCo common stock and existing holders of Dana common stock\nas of immediately prior to the Merger will own 49.9% of the issued and outstanding shares of SpinCo in each case, on a fully diluted basis.

129

The following table represents the preliminary estimate of the purchase\nconsideration in the Mergers, assuming that the Exchange Offer is fully subscribed (in millions, except share and per share amounts):

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Number of shares of Dana common stock (i)		97,688,341
Exchange ratio (ii)		1.004
Number of shares of SpinCo common shares to be issued to Eaton shareholders		98,079,878
Share price for Dana common stock (iii)	$	27.93

Estimated equity portion of purchase consideration	$	2,739
Royal Precision cash consideration (iv)		245
Specified Assets cash consideration (v)		363
Estimated equity consideration related to pre-combination\nshare-based compensation awards (vi)		5

Estimated preliminary purchase consideration	$	3,352

\n\n\n

Number of shares of Dana common stock outstanding (excluding treasury stock and Dana shares owned by Eaton,\nSpinCo, and Merger Sub) as of June 30, 2026, adjusted for estimated share repurchases by Dana of 10,741,139 and time-based RSUs, non-employee director RSUs, and single trigger PSUs that accelerate\npursuant to the Mergers of 853,322. The estimated share repurchases by Dana were calculated using an estimated $300 million of repurchases divided by the closing common stock price reported on the NYSE as of October 12, 2026.\n

\n\n\n

ii.	The number of shares of SpinCo common stock to be issued is equal to the number of shares of SpinCo common\nstock multiplied by the quotient of 50.1% / 49.9% as described in the Merger Agreement.

\n\n\n

iii.

The Dana common stock price reported on the NYSE as of October 12, 2026, the last practicable trading\nday before the date of this proxy statement/prospectus. The actual value of SpinCo common stock to be issued in the Mergers will depend on the market price of shares of SpinCo common stock on the Closing Date. This may result in a Merger\nConsideration value that is different from that assumed for purposes of preparing these unaudited pro forma condensed combined financial statements.

\n\n\n

iv.

This amount represents the cash paid by Dana to acquire the Royal Precision Holdings, Inc. business as\ndefined elsewhere in this proxy statement/prospectus and is representative of management’s preliminary estimate of the fair value of the Royal Precision Equity Interests, subject to change. A 10% increase or decrease in the cash consideration\npaid for the Royal Precision Equity Interests will increase or decrease the purchase consideration and conversely decrease or increase debt assumed by $25 million.

\n\n\n

Dana intends to make the election to purchase the Specified Assets pursuant to a Specified Asset Purchase\nAgreement. This amount represents the cash paid by Dana to acquire the Specified Assets as defined elsewhere in this proxy statement/prospectus and is representative of management’s preliminary estimate of the fair value of the Specified\nAssets, subject to change. As the Specified Asset Purchase Agreement has not been finalized, the purchase price for the Specified Assets may differ from the current estimate and any increase or decrease in the cash consideration paid for the\nSpecified Assets will increase or decrease the purchase consideration and conversely decrease or increase debt assumed.

\n\n\n

vi.

This amount represents the value of Eaton share-based compensation awards related to pre-combination service that will be replaced by SpinCo stock-based compensation awards that will continue to vest subject to the same terms and conditions as the original Eaton award granted. The actual value of\nthese awards will depend on the prices of SpinCo common stock and Eaton Ordinary Shares and other valuation estimates and assumptions, and therefore the actual consideration will fluctuate. Accordingly, the final consideration could differ\nsignificantly from the current estimate.

130

The table below provides the Dana common stock price sensitivity analysis\nfor the potential impact of variations to the estimated equity consideration and estimated goodwill (in millions, except per share data):

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Dana Common Stock Price Sensitivity Analysis	Dana Common Stock Price		Estimated Equity Consideration			Goodwill
As presented in the unaudited pro forma condensed combined financial statements	$	27.93		$	2,739		$	1,133
A 10% increase in Dana common stock prices		30.72			3,013			1,407
A 10% decrease in Dana common stock prices		25.14			2,465			859

The estimated preliminary purchase consideration reflected in the unaudited pro forma\ncondensed combined financial statements does not purport to represent what the actual purchase consideration will be at the Closing. In accordance with ASC 805, the fair value of equity securities issued as part of the consideration paid will be\nmeasured on the Closing Date at the then-current market price.

Estimated preliminary purchase price allocation

The allocation of the estimated preliminary purchase price with respect to the Mergers is based upon Dana management’s\nestimates of and assumptions related to the fair values of assets to be acquired and liabilities to be assumed using currently available information. Because these estimates are preliminary, the final purchase price allocation and the resulting\neffect on SpinCo’s financial position and results of operations may differ materially from the unaudited pro forma condensed combined financial statements.

The preliminary purchase price allocation presented below is based on Dana management’s estimate of the fair value of\ntangible and intangible assets acquired and liabilities assumed using information that is currently available. The excess of the purchase price over the fair value of net assets acquired will be allocated to goodwill. The final allocation of the\npurchase price will be determined upon Closing and will be based on a comprehensive final evaluation of tangible and intangible assets acquired and liabilities assumed by Dana.

Significant judgment is required to estimate the fair value of tangible and intangible assets acquired, liabilities assumed,\nas well as the useful life for acquired intangible assets and property, plant, and equipment. The fair value estimates and useful life for acquired intangible assets and property, plant, and equipment are based on available historical information,\nfuture expectations, and assumptions deemed reasonable by Dana management, but are inherently uncertain.

The purchase\nprice allocation will be finalized as soon as practicable but not to exceed one year after the Effective Time and will be based on the fair values of the assets acquired and liabilities assumed as of the Closing Date. Accordingly, the final\nallocation, including the amount of goodwill recognized, may differ significantly from the amounts presented in the unaudited pro forma condensed combined financial statements.

131

The following table summarizes the allocation of the preliminary purchase\nprice as of June 30, 2026 (in millions):


Purchase consideration	$	3,352
Identifiable net assets:
Customer relationships		753
Patents and technology		215
Trademarks		43
Other		12

Intangible assets		1,023
Inventories		596
Property, plant and equipment		1,169
All other assets		1,295
Accounts payable		(579	)
Debt¹		(794	)
All other liabilities		(491	)
Total identifiable net assets		2,219
Goodwill		1,133

Total	$	3,352

\n\n\n

¹	Represents debt incurred by SpinCo to pay the SpinCo Cash Payment. See Note 3a for further details.\n

The estimated fair values and useful lives of identifiable intangible assets and property, plant, and\nequipment are preliminary and have been performed based on publicly available benchmarking information, as there are limitations on the type of information that can be exchanged between Dana and SpinCo prior to the Closing. As discussed\nabove, the amount that will ultimately be allocated to identifiable intangible assets and property, plant, and equipment and the related amount of amortization and depreciation, may differ materially from this preliminary allocation. Any change in\nthe valuation of intangible assets and property, plant, and equipment would cause a corresponding increase or decrease in the balance of goodwill. Further, a 10% change in the valuation of intangible assets would cause a corresponding increase or\ndecrease in amortization expense of approximately $5 million and $10 million for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively, based on the estimated useful lives used above. A 10% change\nin the valuation of property, plant, and equipment would cause a corresponding increase or decrease in depreciation expense of approximately $6 million and $12 million for the six months ended June 30, 2026, and the year ended\nDecember 31, 2025, respectively, based on the estimated useful lives used above.

132

Merger adjustments

The merger adjustments reflect the effect of the Mergers on Dana’s and SpinCo’s historical consolidated and\ncombined balance sheet as if the Mergers occurred on June 30, 2026:

Balance Sheet

\n\n\n

The pro forma adjustment to Cash and Cash equivalents represents the purchase of the Royal Precision Equity\nInterests, Specified Assets, and the estimated fees and expenses associated with the Transactions incurred subsequent to June 30, 2026, including advisory fees and other transaction costs and professional fees. The impact to cash and cash\nequivalents is described below:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


(in millions)	As of June 30, 2026
Cash payment for Royal Precision Equity Interests	$	245
Cash payment for Specified Assets		363
Cash paid for transaction costs incurred by Dana subsequent to June 30, 2026¹		57

Pro forma adjustment to Cash and cash equivalents	$	665

\n\n\n\n

Includes advisory fees of $45 million to be paid to Goldman Sachs

\n\n\n

b.	The pro forma adjustments to Accounts receivable, Trade and Accounts payable represent the elimination of\nintercompany receivables and payables between SpinCo and Dana of $3 million.

\n\n\n

The pro forma adjustment to Inventories reflects the recognition of the estimated fair value step-up of inventory expected to be recorded in connection with the Mergers. The adjustment increases the historical inventory balance of $543 million to its estimated fair value of $596 million, resulting\nin a $53 million increase.

\n\n\n

The pro forma adjustment to Goodwill represents the elimination of the historical SpinCo goodwill amount of\n$625 million and the recognition of estimated goodwill of $1,133 million that would have been recorded if the Mergers occurred on June 30, 2026. The purchase price has preliminarily been assigned to the net tangible and intangible\nassets based upon their estimated fair values at the closing date of the Mergers. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired was recorded as goodwill as of June 30, 2026.\nThe calculated value is preliminary and subject to change and could vary materially from the final purchase price assignment.

\n\n\n

The pro forma adjustment to Intangible assets, net reflects the removal of the historical intangible assets\nof SpinCo of $274 million, and recognition of the fair value of the identifiable intangible assets of $1,023 million expected to be recognized in connection with the Mergers, consisting of the following (in millions):\n


Description	Estimated Useful Life		Estimated Fair Value
Customer relationships		12		$	753
Patents and technology		7			215
Trademarks		10			43
Other intangibles		—			12

Fair value of identifiable intangible assets					1,023
Removal of historical intangible assets					(274	)

Pro forma adjustment to intangible assets				$	749

133

\n\n\n

The pro forma adjustment to Deferred tax assets and Deferred tax liabilities of $248 million is\nassociated with the incremental differences in the book and tax basis created from the preliminary purchase price allocation, primarily resulting from the preliminary fair value of intangible assets and property, plant, and equipment, as well as the\ntax effects on estimated transaction costs. Deferred taxes are established based on a blended statutory tax rate of approximately 24% based on jurisdictions where income is generated. This determination is preliminary and subject to change based\nupon the final determination of the closing date fair value, primarily of the identifiable intangible assets. The deferred tax asset valuation allowance position following the Transactions could be significantly different (either higher or lower)\ndepending on the ability to use SpinCo income as a source of income to utilize Dana deferred tax assets.

\n\n\n

The pro forma adjustment to Property, plant, and equipment reflects the recognition of the estimated fair\nvalue step-up of the acquired property, plant, and equipment expected to be recorded in connection with the Mergers. The adjustment is to record property, plant and equipment at the acquisition date fair\nvalue. The fair value adjustment was determined based on management’s preliminary valuation analysis.


Description	Estimated Useful Life in years		Estimated Fair Value
Land Improvements		32		$	55
Buildings		17			223
Machinery And Equipment		8			729
Construction in progress		—			131
Capitalized Software		5-15			31

Fair value of net property, plant and equipment					1,169
Historical balance of net property, plant and equipment					(829	)

Pro forma adjustment to net property, plant and equipment				$	340

\n\n\n

The pro forma adjustment to Other noncurrent liabilities of $13 million is related to indemnification\nfor taxes, governed by the terms in the Tax Matters Agreement. As of June 30, 2026, SpinCo has a net income tax receivable of $13 million associated with uncertain tax positions and income tax receivables and payables that transfer in the\nMergers that are to be reimbursed to Parent under the Tax Matters Agreement.

\n\n\n

i.	The following pro forma adjustments have been recorded to equity balances in the unaudited pro forma\ncondensed combined balance sheet as of June 30, 2026:


(in millions)	Common Stock		Additional paid-in capital			Retained Earnings		Accumulated other comprehensive income		Net parent investment
Elimination of historical equity of SpinCo (after\npre-merger & financing adjustments)	$	—		$	—		$	—		$	420	$	(2,389	)
Issuance of shares of SpinCo Common stock		1			2,738			—			—		—
Replacement of share-based compensation awards\nrelated to pre-combination services		—			5			—			—		—
Payment of transaction fees and expenses, net of\ntax¹		—			—			(51	)		—		—

Pro forma adjustment to Total stockholders’ equity	$	1		$	2,743		$	(51	)	$	420	$	(2,389	)

\n\n\n

¹	Refer to Note 4a and 4f for additional information

134

Dana’s historical unaudited consolidated balance sheet includes\nnoncontrolling interests associated with subsidiaries of Dana. Minority shareholders will continue to have noncontrolling interests in these subsidiaries subsequent to the Mergers, therefore, no pro forma adjustment is necessary to adjust the\nnoncontrolling interests included within the unaudited condensed combined pro forma balance sheet as of June 30, 2026.

Statement of Operations\n

The pro forma adjustments reflect the effect of the Mergers on Dana’s historical consolidated and SpinCo’s\nhistorical combined statements of operations for the six months ended June 30, 2026, and the year ended December 31, 2025, as if the Mergers occurred on January 1, 2025:

\n\n\n

j.	The pro forma adjustment to Net sales reflects the elimination of intercompany sales between SpinCo and Dana\nof $9 million and $20 million for the six months ended June 30, 2026, and year ended December 31, 2025, respectively.

\n\n\n

k.	The pro forma adjustment to Cost of sales is comprised of the following:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


(in millions)	Six months ended June 30, 2026			Year ended December 31, 2025
Elimination of intercompany sales between SpinCo and Dana	$	(9	)		$	(20	)
Inventory fair value adjustment¹		—				53
Property, plant and equipment fair value\nadjustment²		4				1

Pro forma adjustment to Cost of sales	$	(5	)		$	34

\n\n\n\n

Reflects the recognition of the inventory fair value adjustment. Inventory is expected to turn within twelve\nmonths.

\n\n\n\n

Reflects additional depreciation expense for the estimated fair value adjustment of acquired property, plant\nand equipment.

\n\n\n

l.	The pro forma adjustment to Selling, general and administrative expense is comprised of the following:\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


(in millions)	Six months ended June 30, 2026		Year ended December 31, 2025
Post-combination stock-based compensation\nexpense¹	$	2		$	9
Estimated transaction fees and\nexpenses²		—			57

Pro forma adjustment to Selling, general, and administrative expense	$	2		$	66

\n\n\n\n

Reflects the recognition of stock-based compensation expense related to replacement awards issued in\nconnection with the Mergers, and compensation expense associated with the transaction-related vesting acceleration of certain Dana stock-based compensation awards.

\n\n\n\n

Reflects the estimated fees and expenses associated with the Transactions incurred or expected to be incurred\nby Dana subsequent to June 30, 2026. This includes $45 million of advisory fees paid to Goldman Sachs.

\n\n\n

m.	The pro forma adjustment to Amortization of intangibles reflects additional amortization expense for the\nestimated fair value adjustment of acquired intangible assets of $36 million and $72 million for the six months ended June 30, 2026, and the year ended December 31, 2025, respectively.

\n\n\n

The pro forma adjustment to Other income (expense), net reflects the indemnification adjustment related to\nthe current year movement of unrecognized tax benefits and related interest. The adjustment reflects $2 million of indemnification income and $2 million of indemnification loss for the six months ended June 30, 2026, and year ended\nDecember 31, 2025, respectively.

135

\n\n\n

The pro forma adjustment to Income tax expense (benefit) represents the income tax benefit resulting from\nthe aggregate increase in expenses due to the merger adjustments described herein. As a result of the corresponding decrease in earnings before income taxes in the statement of operations, an income tax benefit of $7 million and\n$41 million is recognized for the six months ended June 30, 2026, and year ended December 31, 2025, respectively. A blended statutory tax rate of approximately 24% is assumed for all pro forma adjustments except for adjustments\nrelated to transaction costs, which were evaluated separately based on the applicable tax treatment. The blended statutory tax rate is not necessarily indicative of the statutory tax rate of Dana following the Transactions, which could be\nsignificantly different depending on post-acquisition activities, and the geographical mix of income.

5) Pro Forma Earnings (Loss)\nPer Share

The pro forma earnings (loss) per share of SpinCo common stock for the six months ended June 30, 2026,\nand for the year ended December 31, 2025, reflects the estimated number of shares of common stock outstanding upon completion of the Mergers between SpinCo and Dana. Shares outstanding include 98,079,878 shares of SpinCo common stock that\nwill be distributed to current Eaton shareholders, including shares of SpinCo common stock expected to represent additional merger consideration for replacement Eaton awards, as well as 109,439,421 shares and 135,087,169 shares as of\nJune 30, 2026, and December 31, 2025, converted from Dana to SpinCo that will be distributed to Dana shareholders (including accelerated RSUs).

The Exchange Offer exchange ratio, used to determine the number of shares of SpinCo common stock that Eaton shareholders may\nreceive in exchange for Eaton Ordinary Shares, will be determined based on the relative volume-weighted average trading prices of Eaton Ordinary Shares and Dana common stock during the applicable valuation period, subject to an upper limit on the\nnumber of shares of SpinCo common stock that may be received for each Eaton Ordinary Share accepted for exchange. The Exchange Offer does not provide for a minimum exchange ratio. These pricing mechanics affect the number of Eaton Ordinary Shares\naccepted for exchange, but do not change the aggregate number of shares of SpinCo common stock expected to be distributed to Eaton shareholders. If the Exchange Offer is not fully subscribed, any SpinCo shares not exchanged will be distributed pro\nrata to the remaining Eaton shareholders in the Clean-Up Spin-Off. Accordingly, under both an exchange ratio below the upper limit and an exchange ratio equal to the\nupper limit, the estimated number of SpinCo shares distributed to Eaton shareholders is 98,079,878.

Each outstanding\nshare of Dana common stock, other than Merger Excluded Shares, will be converted into the right to receive the Merger Exchange Ratio, which is one share of SpinCo common stock, subject to adjustment as provided in the Merger Agreement. The Exchange\nOffer pricing mechanism does not directly change the number of SpinCo shares issued in respect of Dana common stock. Prior to the Distribution, the number of SpinCo shares outstanding will be established so that former Eaton shareholders will own\n50.1% and pre-Merger Dana stockholders will own 49.9% of the issued and outstanding SpinCo common stock immediately following the Mergers, in each case, on a fully diluted basis.

136

The pro forma weighted average number of shares outstanding was derived\nusing Dana’s historical weighted average shares outstanding for the periods ended June 30, 2026, and December 31, 2025, after giving effect to the estimated number of SpinCo shares issued in exchange for the historical number of Dana\ncommon stock along with the number of SpinCo shares issued to Eaton shareholders in connection with the Transactions. Each outstanding Dana RSU that was granted on or before December 31, 2024, or that otherwise is not a Dana Rollover RSU, will\nbe fully vested as of immediately prior to the Mergers and converted into the right to receive shares of the combined company’s common stock based on the Merger Exchange Ratio and were assumed to be issued and outstanding as of January 1,\n2025, the beginning of the earliest period presented.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


(in millions, except share and per share amounts)	Six Months Ended June 30, 2026			Year Ended December 31, 2025
Pro forma net income (loss) from continuing operations	$	(44	)		$	(126	)
Shares expected to be issued to Eaton shareholders pursuant to the Mergers		98,079,878				98,079,878
SpinCo shares issued in exchange for Dana historical weighted average common shares outstanding¹		109,439,421				135,087,169
Pro forma weighted average shares outstanding - basic and diluted		207,519,299				233,167,047
Pro forma earnings (loss) per share - basic and diluted	$	(0.21	)		$	(0.54	)

\n\n\n\n

RepresentsDana’s historical weighted average\nshares outstanding and includes each Dana RSU that was granted on or before December 31, 2024, or that otherwise is not a Dana Rollover RSU, that will be fully vested as of immediately prior to the Mergers and converted into the right to\nreceive shares of the combined company’s common stock based on the Merger Exchange Ratio.

137

THE TRANSACTIONS

General

SpinCo was incorporated in the State of Delaware on April 20, 2026, for the purpose of holding the Mobility Business. On\nJune 10, 2026, Eaton, Eaton Ohio, Eaton HoldCo, SpinCo and Dana entered into the Separation Agreement and Eaton, Eaton Ohio, SpinCo, Dana and Merger Sub entered into the Merger Agreement, pursuant to which Dana will combine with the Mobility\nBusiness. On October 16, 2026, Eaton, Eaton Ohio, Eaton HoldCo, SpinCo, Merger Sub and Dana entered into the Second Letter Agreement, pursuant to which the parties agreed to effect the Second Merger. In connection with the Transactions and\npursuant to these agreements, (a) Eaton will effect the Separation of the Mobility Business from Eaton’s other businesses, including the Distribution, which will be consummated by the Exchange Offer, and if the Exchange Offer is not fully\nsubscribed, the Clean-Up Spin-Off, (b) immediately thereafter, Merger Sub will merge with and into Dana, with Dana being the surviving corporation of the Merger and\nbecoming a direct wholly owned subsidiary of SpinCo, (c) immediately following the Merger and as part of the same overall transaction, Dana will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second\nMerger and becoming a direct wholly owned subsidiary of SpinCo, and (d) certain assets and liabilities related to the Mobility Business will be directly sold by certain members of the Eaton Group (excluding Eaton) to Dana or its subsidiaries.\nFollowing the consummation of the Transactions, Eaton shareholders will own, in the aggregate, 50.1% of the issued and outstanding SpinCo common stock and pre-Merger Dana stockholders as of immediately prior\nto the Merger will own, in the aggregate, 49.9% of the issued and outstanding SpinCo common stock, in each case, on a fully diluted basis. Eaton shareholders that do not participate in the Exchange Offer will retain the shares of Eaton Ordinary\nShares that they held prior to the Distribution.

In order to effect the Transactions, including the Separation and the\nMergers, Dana, Eaton, the Additional Eaton Parties, SpinCo, Merger Sub and/or Second Merger Sub, as applicable, have entered or will enter into a number of agreements, including the Merger Agreement, the Second Letter Agreement and the Separation\nAgreement. These agreements, which are described in greater detail in this proxy statement/prospectus, provide for, among other things, (a) the contribution of assets by certain members of the Eaton Group (excluding Eaton) to SpinCo, and\ncertain entities that will be subsidiaries of SpinCo prior to the Distribution, (b) the Distribution, (c) the Merger, pursuant to which Merger Sub will merge with and into Dana, with Dana being the surviving corporation and becoming a\ndirect wholly owned subsidiary of SpinCo and the shares of Dana common stock outstanding immediately prior to the Merger being automatically converted into the right of Dana stockholders to receive a number of shares of SpinCo common stock (and cash\nin lieu of any fractional shares of Dana common stock) based on the Merger Exchange Ratio, and (d) the Second Merger, pursuant to which Dana will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity and becoming a\ndirect wholly owned subsidiary of SpinCo. In addition, Dana, Eaton, the Additional Eaton Parties and SpinCo, as applicable, have also entered or will enter into various ancillary agreements in connection with the Transactions that will, among other\nthings, govern the relationship among Dana, Eaton, SpinCo and their respective affiliates after the Separation and the Mergers, including the Employee Matters Agreement, the Tax Matters Agreement, the Confirmation Intellectual Property Assignment,\nthe Intellectual Property Cross License Agreement, the Trademark License Agreements and the Transition Arrangements.

On\nthe closing date of the Mergers, prior to the Mergers, Eaton will cause SpinCo to issue all of the outstanding shares of SpinCo common stock intended to be issued as part of the Exchange Offer to its participating stockholders in the Exchange Offer.\nIf the Exchange Offer is consummated but is not fully subscribed, prior to the Mergers on the Distribution Date, Eaton will then distribute all of the remaining shares of SpinCo common stock to Eaton shareholders whose Eaton Ordinary Shares remain\noutstanding after the consummation of the Exchange Offer in a Clean-Up Spin-Off. Any Eaton shareholder who validly tenders (and does not properly withdraw) Eaton\nOrdinary Shares that are accepted for exchange in the Exchange Offer will, with respect to such shares, waive their rights to receive, and forfeit any rights to, shares of SpinCo common stock distributed in the\nClean-Up Spin-Off. If there is a Clean-Up Spin-Off, the Distribution Exchange Agent will\ncalculate the exact number of shares of SpinCo common stock not exchanged in the Exchange Offer and to be distributed on a pro rata basis.

138

Transaction Sequence

Below is a step-by-step list illustrating the\nsequence of material events relating to the Transactions. Each of these events is discussed in more detail elsewhere in this proxy statement/prospectus. Dana and Eaton anticipate that the Transactions will occur in the following order:

Step 1: Prior to the Distribution Date and the Mergers—Restructuring. Prior to the Distribution and the\nMergers, Eaton, SpinCo and certain of their respective subsidiaries will engage in a series of actions, including the formation of new entities, transfers of securities, intellectual property assignments, contributions, distributions and other\nactions, to effect an internal Restructuring in order to separate the Mobility Business from the other businesses of Eaton. These internal restructuring actions are contemplated by the Separation Agreement and the Restructuring Plan set forth\ntherein and will include the following actions:

\n\n\n

(a)

Certain members of the Eaton Group will transfer and convey to SpinCo and other members of the SpinCo Group\nall of the right, title and interest of the Eaton Group in, to and under all SpinCo assets not already owned by the SpinCo Group (other than the Royal Precision Equity Interests, which are the subject of Step 4 below, and certain other\nSpecified Assets, which are subject to Step 3 below), and SpinCo and other members of the SpinCo Group will assume all SpinCo liabilities;

\n\n\n

(b)

\n\n\n

(c)

Step 2: Prior to the Distribution Date—SpinCo Debt Financing and SpinCo Cash Payment. On or before the\nDistribution Date, SpinCo or one or more members of the SpinCo Group will enter into definitive agreements providing for debt financing in an aggregate principal amount sufficient to fund the SpinCo Cash Payment (the debt incurred pursuant to such\nagreements, the “SpinCo Debt”). SpinCo will draw upon the SpinCo Debt and, prior to the Eaton Ohio Distribution, will pay to one or more accounts designated by Eaton Ohio a portion of the SpinCo Cash Payment, as partial consideration for\nthe transfer of the Mobility Business assets to SpinCo in connection with the Eaton Ohio Contribution (as described in Step 1 above). The SpinCo Cash Payment is subject to a customary cash and indebtedness adjustment and the Distribution True-Up Adjustment (as defined below), increased as a result of any pre-Closing share repurchases by Dana pursuant to the Share Buyback Side Letter and reduced by the Royal Precision Purchase Price and the Specified\nAsset Purchase Price.

Step 3: Prior to or on the Distribution Date—Specified Asset Transfer. In accordance\nwith the Separation Agreement, certain Specified Assets will be sold by certain members of the Eaton Group to Dana or its subsidiaries pursuant to a Specified Asset Purchase Agreement.

139

\nthe Royal Precision Equity Interests, in exchange for a cash payment to Eaton Ohio in an amount equal to the Royal Precision Purchase Price, in each case pursuant to and in accordance with the\nterms and subject to the conditions of the Royal Precision Purchase Agreement. The Royal Precision Purchase Price is treated as an adjustment in the calculation of the SpinCo Cash Payment.

Step 5: Distribution Date—The Distribution. On the Distribution Date, at the Distribution Time, Eaton will effect\na distribution by causing SpinCo to issue 100% of the shares of SpinCo common stock to Eaton shareholders. Eaton has elected to effect the Distribution in the form of the Exchange Offer, pursuant to which Eaton is offering its shareholders the\noption to redeem all or a portion of their Eaton Ordinary Shares in exchange for the issuance of shares of SpinCo common stock. Following the expiration of the Exchange Offer:

\n\n\n

(a)	If the Exchange Offer is fully subscribed: 100% of the outstanding SpinCo common stock will have been\nissued to tendering Eaton shareholders who participate in the Exchange Offer, Eaton’s existing SpinCo common stock will be canceled and extinguished, and the Distribution will be complete.

\n\n\n

(b)

Immediately following the consummation of the Merger, Eaton shareholders are expected to own, in the aggregate, 50.1% of the\nissued and outstanding shares of SpinCo common stock and pre-Merger Dana stockholders are expected to own, in the aggregate, 49.9% of the issued and outstanding shares of SpinCo common stock on a fully diluted\nbasis. At the Effective Time, SpinCo will be renamed “Dana Incorporated” and its common stock will be listed on the NYSE under the ticker symbol “DAN.”

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Structure Immediately Before the Distribution

\n\n\n $\"LOGO\"$ \n

Structure Following the Distribution but Before the Merger

\n\n\n $\"LOGO\"$ \n

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Structure Following the Merger

\n\n\n $\"LOGO\"$ \n

Structure Following the Second Merger

\n\n\n $\"LOGO\"$ \n

The Separation

The Restructuring

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In addition to the assets and liabilities of the Mobility Business that will\nbe transferred to SpinCo or its subsidiaries in connection with the Restructuring (and that will therefore become assets and liabilities of SpinCo as a result of the Distribution and Merger), on or around the Closing Date and pursuant to the\ntransactions contemplated by the Separation Agreement, the Royal Precision Purchase Agreement and, if applicable, the Specified Asset Purchase Agreement, certain subsidiaries of Eaton will directly transfer certain other assets and liabilities\nrelated to the Mobility Business (and which are reflected in the historical financial statements of SpinCo and pro forma financial information included elsewhere in this proxy statement/prospectus). The transactions contemplated by the Separation\nAgreement form part of the series of transactions related to the separation of the Mobility Business and are conditioned on the occurrence of the Distribution and the Merger.

The Distribution-Exchange Offer and Split-Off

On the closing date of the Mergers, Eaton will make a distribution to be effected by the consummation of an Exchange Offer. In\nthe Exchange Offer, Eaton will offer its stockholders the option to redeem all or a portion of their Eaton Ordinary Shares in exchange for the issuance of shares of SpinCo common stock by SpinCo to such participating Eaton shareholders. In the event\nthe Exchange Offer is not fully subscribed because the number of Eaton Ordinary Shares elected to be redeemed and accepted by Eaton results in fewer than all of the shares of SpinCo common stock being exchanged, Eaton will cause SpinCo to issue the\nremaining shares of SpinCo common stock on a pro rata basis to Eaton shareholders whose Eaton Ordinary Shares remain outstanding after consummation of the Exchange Offer, which we refer to as the Clean-Up Spin-Off. Following consummation of the Exchange Offer and any Clean-Up Spin-Off, 100% of the SpinCo common stock held by Eaton will be\ncanceled and extinguished.

Any Eaton shareholder who validly tenders (and does not properly withdraw) Eaton Ordinary\nShares that are accepted for exchange in the Exchange Offer will, with respect to such shares, waive their rights to receive, and forfeit any rights to, any shares of SpinCo common stock distributed in the\nClean-Up Spin-Off. If there is a Clean-Up Spin-Off, the Distribution Exchange Agent will\ncalculate the exact number of shares of SpinCo common stock intended to be issued as part of the Exchange Offer that will not be exchanged in the Exchange Offer, which shares will be distributed on a pro rata basis to the remaining holders of Eaton\nOrdinary Shares (after giving effect to the consummation of the Exchange Offer) immediately thereafter.

The Distribution\nExchange Agent will hold, for the account of the relevant Eaton shareholders, book-entry authorizations representing all of the outstanding shares of SpinCo common stock distributed in the Distribution pending the consummation of the Mergers. SpinCo\ncommon stock will not be transferable during this period.

The Mergers

Immediately after the Distribution, pursuant to and in accordance with the terms and conditions of the Merger Agreement, Merger\nSub will merge with and into Dana whereby the separate corporate existence of Merger Sub will cease and Dana will survive the Merger as a direct wholly owned subsidiary of SpinCo and, immediately following the Merger and as part of the same overall\ntransaction, Dana will merge with and into Second Merger Sub whereby the separate corporate existence of Dana will cease and Second Merger Sub will survive the Second Merger as a direct wholly owned subsidiary of SpinCo. After the Mergers, SpinCo\nwill continue as a separately traded public company, owning the combined businesses of Dana and SpinCo, with Second Merger Sub as a wholly owned subsidiary of SpinCo.

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\nany. Shares of SpinCo common stock received by Eaton shareholders in the Distribution will not be altered by the Merger. Eaton shareholders that do not participate in the Exchange Offer will\nretain the shares of Eaton Ordinary Shares that they held prior to the Merger.

Calculation of the Merger Consideration

The Merger Agreement provides that, at the effective time of the Merger, each issued and outstanding share of Dana common stock\n(except for the Merger Excluded Shares) will be converted into the right to receive a number of fully paid and nonassessable shares of SpinCo common stock equal to the Merger Exchange Ratio. The “Merger Exchange Ratio” is one, subject to\ncertain adjustments to reflect an applicable stock split, stock dividend or distribution.

The Merger Exchange Ratio is\ndesigned to result in the issued and outstanding shares of SpinCo common stock on a fully diluted basis, immediately following the Merger, being owned 50.1% by the pre-Merger holders of SpinCo common stock\n(i.e., former Eaton shareholders, in their capacity as such) and 49.9% by the pre-Merger holders of Dana common stock (in their capacity as such). However, in order to preserve the tax-free nature of the Distribution for U.S. federal income tax purposes, the Merger Agreement generally provides that the aggregate number of SpinCo common stock to be issued to Eaton shareholders will be adjusted\nand increased if necessary to ensure that, immediately following the Closing, pre-Merger holders of SpinCo common stock own, for U.S. federal income tax purposes, at least 50.1% of the outstanding shares of\nSpinCo common stock. If such an increase is necessary, then the amount of the SpinCo Cash Payment distributed pursuant to the Separation Agreement may be decreased under certain circumstances; provided, however, that the SpinCo Cash\nPayment will not be decreased to the extent the true-up adjustment was caused solely by actions taken by Dana or any of its affiliates.

Background of the Transactions

Each of the Dana and Eaton boards of directors, together with their respective management teams, regularly evaluate and\nconsider a variety of financial and strategic opportunities to enhance stockholder value as part of their respective long-term business plans, including from time to time in response to unsolicited outreach from strategic parties.

In March of 2025, Eaton announced its 2030 Growth Strategy, under which Eaton is prioritizing capital allocation toward its\nhigh-growth and high-margin businesses, building on Eaton’s track record of portfolio transformation, including its prior divestitures of its lighting business in 2020 and its hydraulics business in 2021.

In the summer of 2025, Eaton, as part of its 2030 Growth Strategy, initiated a review of the Mobility Business and its ongoing\nfit within Eaton. As part of that evaluation, Eaton analyzed whether the separation of the Mobility Business would (a) enhance strategic focus, growth-oriented investments and capital allocation for both the Mobility Business and the remainder\nof Eaton, (b) enhance shareholder value and (c) simplify its equity story, focus its portfolio on electrical and aerospace investment themes and enable the Mobility Business to be a successful independent automotive company.

In October of 2025, Eaton engaged Morgan Stanley & Co. LLC (“Morgan Stanley”), Eaton’s financial\nadvisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”), Eaton’s legal advisor, to work on the potential separation of the Mobility Business.

On October 21, 2025, at a meeting of the Eaton board, members of Eaton management provided the Eaton Board an update on\nthe status of Eaton’s review of the Mobility Business, its ongoing fit within Eaton and the potential separation of the Mobility Business from Eaton.

On December 17, 2025, the Eaton board held a meeting in which it discussed potential scenarios for value creation with\nrespect to the Mobility Business. At the conclusion of the meeting, the Eaton board authorized

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\nEaton management to pursue a plan to separate the Mobility Business from the rest of Eaton and to publicly disclose such plan. At that meeting, the Eaton board also determined that, following the\npublic announcement of the planned separation, Eaton would conduct a small, controlled auction process with a limited number of potential counterparties, with the goal of maximizing value for Eaton and its shareholders in connection with the\nseparation of the Mobility Business.

On January 21, 2026, Bloomberg News reported that Eaton had retained an advisor\nto evaluate the potential spin-off of its Mobility Business. Eaton did not respond to any requests for comment.

On January 23, 2026, Bruce McDonald, Dana’s then Chairman and Chief Executive Officer, and Timothy Kraus,\nDana’s Chief Financial Officer, reached out via a telephone call to a representative of Morgan Stanley. The representative of Morgan Stanley confirmed he had a relationship with Eaton and agreed to connect with Eaton on the matter.

On January 26, 2026, Eaton publicly announced that it would pursue a plan to separate the Mobility Business into an\nindependent, publicly traded company. Following the announcement, representatives of Morgan Stanley reached out to various parties, including Dana, to solicit interest in a potential transaction involving the Mobility Business. As part of that\noutreach, representatives of Morgan Stanley indicated that Eaton would be conducting a process pursuant to which it would invite parties to submit first round bids by the end of February 2026, and that it would be providing a process letter to\ninterested parties at a later date.

Also on January 26, 2026, at a previously scheduled Dana board meeting,\nMr. McDonald discussed the Eaton Mobility Business opportunity, including the strategic logic and potential benefits of a combination with Dana.

On January 30, 2026, Eaton and Dana executed a customary confidentiality agreement, which contained a customary\nstandstill provision restricting Dana, subject to an exception for confidential offers to the Eaton board or Chief Executive Officer.

Over the next month, 9 customary confidentiality agreements (including the agreement with Dana) were executed with strategic\nand financial counterparties, including three such counterparties (referred to herein as “Party A,” “Party B” and “Party C”).

On February 2, 2026, Mr. McDonald sent an email update to the Dana board outlining potential strategic opportunities\nthat Dana management intended to discuss with the Dana board at the regularly scheduled meeting on February 10, 2026. Mr. McDonald informed the Dana board that Goldman Sachs & Co. LLC (“Goldman Sachs”) had been\nassisting the Dana team with its evaluation of potential strategic alternatives. Goldman Sachs’ engagement to serve as financial advisor to Dana was subject to the execution of an engagement letter, which was later executed on June 3,\n2026.

On February 4, 2026, Eaton shared preliminary draft long-term financial forecasts of the Mobility Business,\nwhich Eaton intended to later update and share with Dana, as further described below.

On February 5, 2026,\nrepresentatives of Morgan Stanley delivered a round 1 process letter (the “Round 1 Letter”) to Dana regarding the potential transaction. The Round 1 Letter outlined the timing and procedures for submitting a non-binding preliminary proposal regarding the Mobility Business, requesting that parties submit such proposal by February 24, 2026.

On February 10,2026, at a meeting of the Dana board, with\nrepresentatives of Goldman Sachs in attendance, management (with the assistance of Goldman Sachs) discussed Dana’s standalone strategic plan (including its anticipated value creation), the potential transaction involving the Mobility Business,\nand other potential strategic opportunities. The Dana board discussed with the attendees some of the challenges associated

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\nwith Dana’s standalone plan, including geographic and customer concentration, lack of scale in aftermarket and Commercial Vehicle and limited opportunities in electrification. With respect\nto the potential transaction with the Mobility Business, the Dana board discussed the potential to generate significant cost synergies, the opportunity to create significant shareholder value while maintaining a reasonable debt leverage ratio for\nthe pro forma business. Given Dana’s strong business performance the Dana board concluded the timing of the opportunity was appropriate. Following the discussions, the Dana board determined that the potential transaction with Eaton was the\nmost likely alternative to maximize shareholder value as compared to the standalone plan. The Dana board instructed management to prioritize negotiations with Eaton, including by submitting a non-binding\nproposal to Eaton to acquire the Mobility Business using an RMT transaction structure.

On February 23, 2026,\nrepresentatives of Goldman Sachs delivered to representatives of Morgan Stanley Dana’s preliminary non-binding proposal (the “February 23 Proposal”) to combine Dana with the Mobility Business\nin an RMT transaction valuing the Mobility Business at $5.1 billion. The February 23 Proposal provided for consideration consisting of a cash dividend to be paid to Eaton of $1.2 billion and 50.1% of the equity of the combined company\non a fully diluted basis. The February 23 Proposal also contemplated, among other things, that Dana would secure representation and warranty insurance for the transaction and a preliminary estimate of\n$100-150 million in synergies for the potential combination. The proposal did not include any specific governance recommendations.

On February 24, 2026, Dana management provided an update on the potential transaction to the Dana board, which included\nthe February 23 Proposal. The update also included certain non-public, internal financial projections concerning Dana’s anticipated future financial projections as a standalone business for the\nfiscal years ending December 31, 2026 through 2030 (the “Dana Standalone Projections”). For additional detail on the Dana Standalone Projections, see “—Financial Projections—Dana Projections.”

On February 26, 2026, at a meeting of the Eaton board, members of Eaton management, provided an update on the Mobility\nBusiness separation planning and the parallel evaluation of a potential third-party transaction path. The update described the potential transaction path as an alternative that could create superior value for Eaton shareholders and accelerate\ncompletion of the Mobility Business separation, while Eaton continued to advance the standalone separation workstream.

Towards the end of February, Eaton also received bids from Party A, Party B and Party C. After evaluating the bids, the Eaton\nboard elected to proceed in negotiations with Dana, concluding that the bids from Party A, Party B and Party C were not as compelling as Dana’s bid.

On March 5, 2026, members of Dana and Eaton management met in person to discuss the February 23 Proposal, including\nthe preliminary synergy estimates, the transaction structure and the proposed timeline.

On March 17, 2026, Eaton\nprovided data room access to Dana and its advisors in connection with the potential transaction. That same day, Dana and Eaton executed an amended and restated confidentiality agreement, which was consistent with the prior confidentiality agreement\nbut provided that the obligations would be mutual with respect to both parties.

Also on March 17, 2026, Eaton shared\nupdated long-term financial projections of the Mobility Business (the “Eaton Mobility Business Projections”) with Dana and its advisors and representatives. For additional detail on the Eaton Mobility Business Projections, see\n“—Financial Projections—Eaton Mobility Business Projections.”

From March 19, 2026 through\nApril 14, 2026, members of Eaton and Dana management engaged in a series of due diligence meetings regarding various topics, including with respect to finance, tax, operations, information technology, engineering, manufacturing, legal,\nenvironmental, human resources, real estate and other matters. The meetings addressed both the Mobility Business and Dana’s business and included a focus on potential synergies.

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On March 23, 2026, members of Eaton and Dana management, together with\nrepresentatives of Goldman Sachs and Morgan Stanley, met in person. Members of Dana management presented an overview of its business, including sharing the Dana Standalone Projections as part of the presentation, and members of Eaton management gave\na presentation on the Mobility Business.

On March 24, 2026, members of Dana management provided the Dana board with\nan update on the status of discussions with Eaton.

On March 27, 2026, Sergio Letelier, Senior Vice President,\nStrategy and Corporate Development at Eaton, and Mr. McDonald spoke by telephone. Mr. Letelier requested that, by April 15, 2026, following a series of planned due diligence sessions continuing through early April, Dana reconfirm its\nvaluation for the Mobility Business.

On April 3, 2026, Mr. McDonald and Mr. Letelier met by telephone to\ndiscuss the status of the potential transaction, including the transaction structure, tax implications, governance matters, the required external approvals and a targeted timeline for entering into definitive agreements.

On April 8, 2026, at a meeting of the Dana board, members of Dana management provided the Dana board with a process\nupdate on the potential transaction with Eaton, including an update on the signing timeline, due diligence findings to date, the estimate of potential synergies and key terms to be included in the April 15 Proposal (described below). The Dana\nboard continued to express support for the potential transaction with Eaton.

On April 10, 2026, Mr. McDonald\nand Mr. Letelier met in person to discuss the potential transaction. Mr. Letelier reiterated his earlier request that, by April 15, 2026, Dana reconfirm its valuation and further specified that Eaton would like Dana to provide a term\nsheet with additional transaction information. Mr. Letelier explained that Eaton intended to present this information to the Eaton board to determine whether the potential transaction with Dana would become the primary option for the separation\nof the Mobility Business. Mr. McDonald and Mr. Letelier also discussed governance matters, and the importance to Eaton of deal certainty. Mr. McDonald indicated that Dana would expect an exclusivity period for the parties to complete\ndue diligence and negotiate definitive agreements.

On April 15, 2026, representatives of Goldman Sachs delivered to\nrepresentatives of Morgan Stanley a non-binding term sheet (the “April 15 Proposal”) for a potential transaction, which confirmed a valuation of the Mobility Business of $5.1 billion,\nconsisting of a cash dividend to be paid to Eaton of $989 million (with the reduction in the dividend compared to the February 23 Proposal resulting from an increase in Dana’s stock price and a resulting higher value of the equity to\nbe received by Eaton shareholders) and 50.1% of the equity of the combined company. The April 15 Proposal (i) included $250 million in potential synergies (an increase from the February 23 Proposal based on Dana’s\ndiligence), (ii) provided that Eaton would indemnify SpinCo for asbestos-related liabilities and all pre-closing tax liabilities, and (iii) provided that the new public entity would retain the name\n“Dana Incorporated,” would continue with Dana’s existing stock ticker and would have a management team consisting of members of each of Dana and Eaton, with specific members of management identified, including Mr. McDonald as\nExecutive Chairman for two years, Byron Foster as Chief Executive Officer and Timothy Kraus as Chief Financial Officer. Eaton would have the right to nominate two directors for the board of the combined company. The April 15 Proposal\ncontemplated that the parties would enter into exclusivity for 45 days in order to complete due diligence and finalize definitive transaction documents.

On April 20, 2026, Mr. Letelier spoke to Mr. McDonald to preview Eaton’s comments to the term sheet\nincluded in Dana’s April 15 Proposal that Eaton would provide to Dana and its advisors later that day. Following that discussion, representatives of Morgan Stanley sent representatives of Goldman Sachs a revised term sheet (the\n“April 20 Counter Proposal”) that, among other changes, (i) proposed the cash dividend to Eaton be calculated by subtracting Dana’s total market capitalization (based on a pre-signing 20-day VWAP per share of Dana common stock) from the total $5.1 billion valuation of the Mobility Business, and (ii) proposed a

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\ntransaction structure in which Dana would merge with a subsidiary of SpinCo (rather than Dana remaining as the top public entity), and that SpinCo would be an Irish public limited company,\n(iii) proposed certain revisions to the scope of the proposed transfer of liabilities and related indemnities, including for tax, environmental and asbestos matters and (iv) provided that Eaton would have the right to nominate three\ndirectors for the board of the combined company.

From April 20, 2026 through May 2, 2026, members of Dana and\nEaton management had several discussions to negotiate aspects of the non-binding term sheet.

On April 21, 2026 and April 22, 2026, at a regularly scheduled meeting of the Dana board of directors, with members\nof management and representatives of Kirkland and Ellis LLP, outside legal counsel to Dana (“Kirkland”), and representatives of Goldman Sachs in attendance, the Dana board received an update on the potential transaction. As part of the\nupdate, representatives of Goldman Sachs reviewed the Eaton Mobility Business Projections (to which members of Dana management proposed adding $15 million of incremental overhead costs as a preliminary adjustment, with the intent to\nsubsequently further review and adjust the Eaton Mobility Business Projections based on the assumptions of Dana management), proposed transaction synergies and pro forma financial projections prepared by Dana management giving effect to the proposed\ntransaction. Representatives of Goldman Sachs further reviewed an updated preliminary financial analysis of the Mobility Business and the proposed transaction timeline to signing along with key outstanding due diligence items. Representatives of\nKirkland led the board in a discussion of certain legal topics, including: (i) the Dana board’s fiduciary duties in the context of the proposed transaction; (ii) shareholder approval considerations; (iii) an overview of an RMT\ntransaction structure; (iv) key tax-related considerations; and (v) a review of the key transaction agreements in an RMT transaction.

On April 22, 2026, at a meeting of the Eaton board, members of Eaton management provided an update on the Mobility\nBusiness separation and parallel path of a potential sale, including that Eaton had received and was pursuing an attractive proposal from Dana for an RMT transaction. The update described that Eaton was proceeding with Dana’s proposal, that two-way diligence was underway, and that parties were targeting the end of May for a potential signing.

On April 30, 2026, representatives of Goldman Sachs delivered a customary relationships disclosure letter to the Dana\nboard. The Dana board did not identify in Goldman Sachs’ relationships disclosure letter any matter that would affect the ability of Goldman Sachs to fulfill its responsibilities as financial advisor to Dana.

On May 2, 2026, Dana and Eaton entered into an exclusivity agreement that provided, among other things, that Eaton would\nnot solicit or engage in discussions or negotiations regarding a sale (or similar transaction) with respect to the Mobility Business with any party other than Dana until 11:59 p.m. Eastern Time on June 1, 2026 and attached the final non-binding term sheet (the “Term Sheet”) for the potential transaction, which contemplated an RMT transaction and valued the Mobility Business at $5.1 billion, consisting of a cash dividend\n(calculated by subtracting Dana’s total market capitalization (based on a pre-signing 20-day VWAP per share of Dana common stock) from the total $5.1 billion\nvaluation of the Mobility Business) and 50.1% of the equity of the combined company held by Eaton shareholders. The Term Sheet, among other things, provided (i) that Dana would merge with a subsidiary of SpinCo, and that SpinCo would be a U.S.\ncorporation, (ii) that Eaton would indemnify SpinCo for losses related to pre-closing asbestos matters (uncapped) and certain identified tax controversies, which tax indemnity would be subject to an\naggregate cap of $255 million and (iii) that Eaton would have the right to nominate three directors for the board of the combined company.

On May 6, 2026, Dana and Eaton discussed the financing for the potential transaction.

Also on May 6, 2026, representatives of Paul Weiss shared initial drafts of the Merger Agreement, Separation Agreement,\nEmployee Matters Agreement, IP Cross License Agreement, Real Estate Matters Agreement and Tax Matters Agreement with representatives of Kirkland. The initial draft of the Merger

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\nAgreement included, among other things, a termination fee equal to 5% of the total transaction equity value payable by Dana to Eaton in connection with certain termination events; a requirement\nfor Dana to reimburse Eaton for certain transaction expenses in connection with Dana’s failure to obtain stockholder approval, capped at 1% of the total transaction equity value; a limited set of mutual representations and warranties,\ngenerally subject to a material adverse effect bringdown standard; and a mutual set of interim operating covenants restricting certain actions of both Dana and the Mobility Business, which, among other things, restricted Dana from making its\nquarterly cash dividend. The initial draft of the Separation Agreement included, among other things, a proposed set of transferring assets generally limited to those exclusively related to the Mobility Business and an adjustment to the cash dividend\nfor Eaton based on levels of cash, debt and working capital at the consummation of the potential transaction. The initial draft of the Separation Agreement did not include any non-compete restriction on Eaton\nwith respect to the Mobility Business (but did include a customary post-closing mutual non-solicit restriction).

From May 6, 2026 through June 4, 2026, Eaton and Dana and their advisors engaged in a series of confirmatory due\ndiligence meetings and calls regarding various topics, including (among others) restructuring and separation matters, finance, tax, operations, information technology, engineering, manufacturing, legal, environmental, human resources and real\nestate. The sessions covered both the Mobility Business and Dana and its businesses. These due diligence sessions included in-person site visits to certain locations of the Mobility Business.

On May 8, 2026, at a meeting of the Dana board, with members of Dana management in attendance, the board received an\nupdate on the potential transaction. As part of the update, members of Dana management led the Dana board in a discussion, including: (i) a review of the executed exclusivity agreement and non-binding\nTerm Sheet; (ii) the status of due diligence and transaction negotiations; and (iii) a review of typical RMT post-closing restrictions on the combined company.

On May 11, 2026, representatives of Kirkland shared revised drafts of the Merger Agreement and Separation Agreement with\nrepresentatives of Paul Weiss. The revised draft of the Merger Agreement included, among other things, a termination fee equal to 3% of the total transaction equity value payable by Dana to Eaton in connection with certain termination events; no\nrequirement for Dana to reimburse Eaton for certain transaction expenses in connection with Dana’s failure to obtain stockholder approval; and an expanded set of mutual representations and warranties. The revised draft of the Separation\nAgreement included, among other things, an expanded scope of transferring assets generally covering those primarily related to the Mobility Business; revisions to the calculation of adjustments to the cash dividend for Eaton; a minimum cash\nrequirement of the Mobility Business as a closing condition; and a non-compete restriction on Eaton with respect to the Mobility Business.

On May 12, 2026, representatives of Kirkland shared revised drafts of the Tax Matters Agreement, Employee Matters\nAgreement, IP Cross License Agreement and Real Estate Matters Agreement with representatives of Paul Weiss.

On\nMay 15, 2026, representatives of Paul Weiss shared an initial draft of the Transition Services Agreement with representatives of Kirkland.

Also on May 15, 2026, representatives of Paul Weiss and Kirkland discussed the drafts of the Merger Agreement and\nSeparation Agreement that had been provided to Paul Weiss by Kirkland. Discussion of the Merger Agreement included, among other things, the size of the termination fee payable by Dana to Eaton in connection with certain termination events; the\nrequirement for Dana to reimburse Eaton for certain transaction expenses in connection with Dana’s failure to obtain stockholder approval; the scope of representations and warranties and the bringdown standard; and closing conditions and\nclosing certainty. Discussion of the Separation Agreement included, among other things, terms of the purchase price adjustment; the scope of historical liabilities to be transferred with the Mobility Business; and the request for Eaton to be subject\nto a non-compete obligation.

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From May 15, 2026, through June 10, 2026, members of Dana and\nEaton management, together with Kirkland and Paul Weiss, exchanged drafts of, and communicated with respect to open issues in, the Merger Agreement, the Separation Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition\nServices Agreement, the IP Cross License Agreement, the Real Estate Matters Agreement, certain other ancillary transaction agreements, and the schedules (including the Merger Agreement disclosure letters) to each of the Merger Agreement, the\nSeparation Agreement and certain ancillary transaction agreements.

On May 22, 2026, representatives of Kirkland\nshared an initial draft bridge commitment letter related to the bridge financing for SpinCo and Dana with representatives of Paul Weiss. From May 22, 2026 through June 10, 2026, representatives of Kirkland, Paul Weiss, Dana and Eaton\nnegotiated and finalized the terms of the bridge commitment letter and other financing-related documents with the lenders and their counsel.

Also on May 22, 2026, representatives of Paul Weiss delivered initial drafts of the schedules to the Separation Agreement\nand Eaton’s disclosure schedules for the Merger Agreement with representatives of Kirkland.

That same day, at a\nmeeting of the Dana board of directors, with management and representatives of Kirkland in attendance, the Dana board received an update on the status of negotiations regarding the potential transaction. As part of the update, management led the\nboard in a discussion regarding, among other topics: (i) a review of due diligence workstreams, progress-to-date by both Dana and Eaton, and key findings;\n(ii) a transaction financing overview including the proposed key terms and conditions and a pro forma capital structure; and (iii) an updated proposed timeline to signing. Representatives of Kirkland then reviewed with the Dana board:\n(i) a transaction update including the status of due diligence and the negotiation of transaction documentation; (ii) a review of the key terms of the proposed Merger Agreement, Separation Agreement, and certain ancillary agreements; and\n(iii) an overview of the regulatory analysis and related considerations.

On May 26, 2026, representatives of\nPaul Weiss shared an issues list (the “May 26 Issues List”) with Kirkland identifying key open transaction issues, including, among other things, (i) concerns over closing certainty with respect to the bringdown of certain\nrepresentations and warranties, a minimum cash requirement as a closing condition, the amount of the termination fee and expense reimbursement (in the event of a failure to obtain the shareholder approval) and (ii) concerns around economic\nmatters, including the fees and costs charged for transition services, the calculations of transaction expenses, debt and cash in the adjustment of the cash dividend to Eaton and the allocation of costs related to certain restructuring and\nseparation matters. Upon receipt of the issues list, the parties agreed to meet in person at the offices of Paul Weiss in New York on May 28 and 29, 2026 to discuss and address certain key open transaction issues.

On May 27, 2026, representatives of Kirkland delivered to representatives of Paul Weiss an annotated version of the\nMay 26 Issues List that had been delivered by Paul Weiss.

On May 28, 2026 and May 29, 2026, members of\nDana and Eaton management, together with representatives of Kirkland and Paul Weiss, met in person at the Paul Weiss New York office for a full day on May 28, 2026 and a half day on May 29, 2026 to discuss the open issues laid out in the\nMay 26 Issues List. Among other matters, the parties discussed the amount of the termination fee and expense reimbursement (in the event of a failure to obtain the shareholder approval), the calculation of the fee Eaton would charge for\ntransition services and the other items from the May 26 Issues List. The parties also discussed certain products manufactured by Eaton for the Mobility Business and a potential plan for the continued supply of those products. In the course of the in-person meetings, the parties agreed to a termination fee equal to 3.9% of the equity value of Dana, a cap of $20 million on Dana’s expense reimbursement obligations for Dana costs in the event of a\nfailure to obtain the Dana shareholder approval, and the calculation of the fee Eaton would charge for transition services.

On June 1, 2026, at a meeting of the Eaton board, members of Eaton management provided an update on the potential\ntransaction, including the results of Eaton’s reverse due diligence review of Dana, which had not

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\nidentified any red flags. Members of Eaton management also reviewed the updated value creation analysis and summarized the principal terms of the proposed transaction. Following discussion with\nEaton management, the Eaton board authorized members of Eaton management to enter into definitive agreements with Dana once negotiations were complete, with a planned public announcement of the transaction on June 9, 2026. The Eaton board also\nauthorized all HSR, antitrust and FDI filings in connection with the transactions.

On June 2, 2026, representatives\nof Goldman Sachs, Morgan Stanley, Kirkland, Paul Weiss, Dana and Eaton met to discuss the mechanics of a potential split-off exchange offer prior to the consummation of a potential transaction.

That same day, members of Eaton and Dana management, together with representatives of Paul Weiss and Kirkland, held a virtual follow-up discussion to the New York in-person meetings regarding certain products manufactured by Eaton for the Mobility Business and a potential plan for the continued\nsupply of those products, and use of related trademarks, for a period of time following the potential transaction.

On\nJune 4, 2026, members of Eaton and Dana management, including Mr. McDonald and Mr. Letelier, discussed the remaining open issues. The parties reached business-level alignment on all remaining open issues, including, among others, an\nagreement to calculate the cash dividend using a 5-day (rather than 20-day) VWAP per share, an agreement for SpinCo to acquire all environmental liabilities related to\nthe Mobility Business, an agreement that Eaton would be subject to a non-compete with respect to the Mobility Business following the consummation of the combination transaction, an agreement to remove the\nworking capital adjustments to the cash dividend to Eaton at closing, and an agreement to negotiate supply and trademark arrangements for a period of time following the combination transaction with respect to certain products manufactured by Eaton\nfor the Mobility Business.

That same day, Dana entered into a non-binding\nindication letter for buyer-side insurance with AIG and certain excess insurers. Thereafter, representatives of AIG delivered initial drafts of the R&W insurance binder and policy. Representatives of Dana and Kirkland then negotiated the binder\nand policy with AIG and its counsel, exchanging drafts through June 10, 2026.

On June 4, 2026, representatives\nof Goldman Sachs delivered a customary relationships disclosure letter to the Dana board. The Dana board did not identify in Goldman Sachs’ relationships disclosure letter any matter that would affect the ability of Goldman Sachs to fulfill\nits responsibilities as financial advisor to Dana.

On June 5, 2026, representatives of Kirkland delivered an initial\ndraft of Dana’s disclosure letter for the Merger Agreement to representatives of Paul Weiss.

Also on June 5,\n2026, the Dana board held a meeting with members of Dana management and representatives of Kirkland and Goldman Sachs in attendance. Representatives of Kirkland began the meeting by reviewing with the directors their fiduciary duties in their\nconsideration of the proposed transaction with Eaton (which had been covered by representatives of Kirkland with the Dana board in detail at the April 21-22, 2026, Dana board meeting). Representatives of Kirkland then provided an update on the\nstatus of negotiations with Eaton in connection with the proposed transaction. By reference to the materials circulated prior to the meeting, representatives of Kirkland discussed with the Dana board a summary of the material terms of the Merger\nAgreement and the Separation Agreement, as well as of the material terms contained in the ancillary agreements to be entered into in connection with the proposed transaction, during which representatives of Kirkland highlighted the remaining open\nissues between the parties. Members of Dana management provided an update on the outcome from discussions with representatives of Eaton. Members of Dana management also expressed their continued confidence in the company’s ability to achieve\nthe synergies previously discussed with the Dana board. Members of Dana management also presented a view on the financial projections of the Mobility Business (the “Dana Adjusted Mobility Projections”), which included adjustments to the\nfuture earnings projections, increased capital expenditures and other conforming adjustments, which Dana Adjusted Mobility Projections

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\nwere approved by Dana for Goldman Sachs’ use and reliance in connection with its financial analysis and opinion. For additional detail on the Dana Adjusted Mobility Projections, see\n“—Financial Projections—Dana Projections.” Representatives of Kirkland also reviewed the Goldman Sachs relationship disclosures that had previously been delivered to the Dana board, and the Dana board determined that none of\nthe matters disclosed adversely affected the ability of Goldman Sachs to act on behalf of Dana in connection with the potential transaction. Thereafter, representatives of Goldman Sachs reviewed Goldman Sachs’ preliminary financial analyses\nrelating to Dana, the Mobility Business, the combined company and the exchange ratio offered to Dana’s stockholders in the Merger. Representatives of Goldman Sachs informed the Dana board that, based on information available at that time, they\nanticipated being in a position to deliver a fairness opinion should the Dana board decide to proceed with a potential transaction.

Later that day, representatives of Dana, Kirkland and Ernst & Young participated in a due diligence call with AIG and\nits counsel in connection with the process for Dana obtaining R&W insurance.

Also on June 5, 2026, the Eaton\nOhio board approved of entry into the Merger Agreement, Separation Agreement and other transaction agreements.

From\nJune 5, 2026, through June 10, 2026, members of Dana and Eaton management, together with representatives of Kirkland and Paul Weiss, continued to exchange drafts of, and communicated with respect to open issues in, the Merger Agreement,\nthe Separation Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement, the IP Cross License Agreement, the Real Estate Matters Agreement, the remaining ancillary transaction documents, and the\nschedules (including the Merger Agreement disclosure letters) to each of the Merger Agreement, the Separation Agreement and certain other ancillary transaction agreements.

On June 9, 2026, representatives of Goldman Sachs delivered a customary relationships disclosure letter to the Dana\nboard. The Dana board did not identify in Goldman Sachs’ relationships disclosure letter any matter that would affect the ability of Goldman Sachs to fulfill its responsibilities as financial advisor to Dana.

On June 10, 2026, the Dana board held a meeting with members of Dana management and representatives of Kirkland and\nGoldman Sachs in attendance. Members of Dana management began the meeting by providing an update on the status of negotiations with Eaton in connection with the proposed transaction. Representatives of Kirkland explained that the transaction\nagreements were in substantially final form and there were no material changes from the summary that representatives of Kirkland had provided at the Dana board meeting on June 5, 2026. Following the legal discussion, representatives of Goldman\nSachs rendered to the Dana board its oral opinion, subsequently confirmed in writing by delivery of a written opinion, to the Dana board that, as of June 10, 2026, and based upon and subject to the factors and assumptions set forth in Goldman\nSachs’ written opinion, the Merger Exchange Ratio pursuant to the Merger Agreement was fair, from a financial point of view, to the holders (other than Eaton and its affiliates) of shares of Dana common stock. For a detailed discussion of\nGoldman Sachs’ opinion, see “—Opinion of Dana’s Financial Advisor” beginning on page 153 and Annex C. The Dana board unanimously approved the Merger Agreement and the Merger, among other transaction matters,\nby unanimous written consent promptly following the meeting of the Dana board.

Also on June 10, 2026, each of SpinCo\nand Merger Sub boards approved of entry into the Merger Agreement, Separation Agreement and other transaction agreements. The SpinCo board also approved of the issuance of the SpinCo shares in connection with the transactions, and entry into the\ndebt commitment papers.

Subsequently, on June 10, 2026, Dana, Eaton, AIG and the lenders under the bridge commitment\nletter, executed and delivered, as applicable, the Merger Agreement, the Separation Agreement, the representations and warranties insurance binder, and the bridge commitment letter.

Shortly after Eaton executed the transaction documents, each of the sole stockholders of SpinCo and Merger Sub approved entry\ninto the Merger Agreement, the Separation Agreement and other transaction agreements, and the sole stockholder of SpinCo approved of the issuance of the SpinCo shares in connection with the transactions.

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On June 11, 2026, Dana and Eaton each issued a press release announcing\nthe transaction and filed with the SEC a Current Report on Form 8-K. The Dana Current Report on Form 8-K attached copies of the Merger Agreement and Separation\nAgreement.

On June 24, 2026, representatives of Dana communicated their desire to representatives of Eaton to\nrestart share repurchases under the share repurchase program authorized by the Dana board on February 10, 2026 (the “Existing Repurchase Program”), which repurchases prior to the Closing would require Eaton’s written consent under\nthe Merger Agreement.

On June 25, 2026, Dana and Eaton filed the requisite notification and report forms under the\nHSR Act. All required filings pursuant to other applicable ex-U.S. antitrust and foreign investment laws were submitted prior to or on July 17, 2026.

On July 27, 2026, Dana and Eaton entered into a letter agreement (the “Share Buyback Side Letter”), pursuant\nto which Eaton consented to Dana’s repurchase of shares of Dana common stock through the Closing under the Existing Repurchase Program. As a condition to Eaton’s consent, the Share Buyback Side letter provided that the SpinCo Cash\nPayment would be increased by an amount equal to the aggregate purchase price paid by Dana for all shares of Dana common stock repurchased by Dana from July 27, 2026 through the date immediately preceding the Closing Date, multiplied by\n100.4008016%. The Dana board and Dana management continue to evaluate, in consultation with their advisors, the possibility of additional share repurchases, including following the Closing.

On July 27, 2026, the waiting period under the HSR Act expired at 11:59 p.m., Eastern Time.

On September 11, 2026, representatives of Dana communicated to representatives of Eaton the possibility of effecting a second\nmerger, pursuant to which, immediately following the Merger and as part of the same overall transaction, Dana, as the surviving corporation, would merge with and into Second Merger Sub, with Second Merger Sub surviving as a direct wholly owned\nsubsidiary of SpinCo.

On October 16, 2026, Eaton, Eaton Ohio, Eaton HoldCo, SpinCo, Merger Sub and Dana entered into the\nSecond Letter Agreement, pursuant to which the parties agreed to effect the Second Merger.

Opinion of\nDana’s Financial Advisor

Goldman Sachs delivered its opinion to the Dana board that, as of June 10, 2026,\nand based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the Merger Exchange Ratio was fair, from a financial point of view, to the holders (other than Eaton and its affiliates) of shares of Dana\ncommon stock.

The full text of the written opinion of Goldman Sachs, dated June 10, 2026, which sets forth\nassumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with Goldman Sachs’ opinion, is attached as Annex C to this proxy statement/prospectus. The summary of Goldman\nSachs’ opinion contained in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs provided advisory services and its opinion for the information and\nassistance of the Dana board in connection with its consideration of the Transactions. Goldman Sachs’ opinion is not a recommendation as to how any holder of Dana common stock should vote with respect to the Transactions or any other matter.\n

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs\nreviewed, among other things:

\n\n\n\n\n

•

the Merger Agreement;

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\n\n\n\n\n

•

the Separation Agreement;

\n\n\n\n\n

•

annual reports to stockholders and Annual Reports on Form 10-K of Dana\nand Eaton for the five fiscal years ended December 31, 2025;

\n\n\n\n\n

•

certain interim reports to stockholders and Quarterly Reports on Form\n10-Q of Dana and Eaton;

\n\n\n\n\n

•

certain other communications from Dana and Eaton to their respective stockholders;

\n\n\n\n\n

•

certain publicly available research analyst reports for Dana and Eaton;

\n\n\n\n\n

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certain unaudited combined financial statements of SpinCo for the fiscal years ended December 31, 2024\nand December 31, 2025;

\n\n\n\n\n

•

certain unaudited combined financial statements of SpinCo for the fiscal quarter ended March 31, 2026;\n

\n\n\n\n\n

•

certain internal financial analyses and forecasts for the Mobility Business prepared by management of the\nMobility Business; and

\n\n\n\n\n

•

certain internal financial analyses and forecasts for Dana standalone and pro forma for the Transactions\n(which pro forma forecasts consisted of the Dana Standalone Projections plus the Dana Adjusted Mobility Projections plus the Dana Expected Cost Synergies), which are referred to as the “Dana Standalone Projections” and the “Pro\nForma Forecasts,” and certain financial analyses and forecasts for the Mobility Business, which are referred to as the “Dana Adjusted Mobility Projections,” and, together with the Dana Standalone Projections and the Pro Forma\nForecasts, the “Forecasts,” in each case, prepared by the management of Dana as approved for Goldman Sachs’ use by Dana, including certain operating synergies projected by the management of Dana to result from the Transactions, as\napproved for Goldman Sachs’ use by Dana, which are referred to as the “Dana Expected Cost Synergies;” and certain estimates as to the Adjustment Amount, as prepared by the management of Dana and approved for Goldman Sachs’\nuse by Dana, which are referred to as the “Adjustment Estimates.”

Goldman Sachs also held\ndiscussions with members of the senior managements of Dana and Eaton regarding their assessment of the past and current business operations, financial condition and future prospects of the Mobility Business and with the members of senior management\nof Dana regarding their assessment of the past and current business operations, financial condition and future prospects of Dana and the strategic rationale for, and the potential benefits of, the Transactions; reviewed the reported price and\ntrading activity for the shares of Dana common stock and the Eaton Ordinary Shares; compared certain financial and stock market information for Dana and certain financial information for the Mobility Business with similar financial and stock market\ninformation for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the Motor Vehicle and Automotive Manufacturing and Parts industry; and performed such other\nstudies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

For purposes of rendering\nits opinion, Goldman Sachs, with Dana’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without\nassuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Dana’s consent that the Forecasts, including the Dana Expected Cost Synergies, and the Adjustment Estimates were reasonably prepared\non a basis reflecting the best currently available estimates and judgments of the management of Dana. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Dana, Eaton, SpinCo or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental,\nregulatory or other consents and approvals necessary for the consummation of the Transactions will be obtained without any adverse effect on Dana, Eaton, SpinCo or on the expected benefits of the Transactions in any way meaningful to its analysis.\nGoldman Sachs also assumed that the Transactions will be consummated on the terms set forth in the Merger Agreement and Separation Agreement, without the waiver or modification of any term or condition the effect of which would be in any way\nmeaningful to its analysis.

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Goldman Sachs’ opinion does not address the underlying business\ndecision of Dana to engage in the Transactions or the relative merits of the Transactions as compared to any strategic alternatives that may be available to Dana; nor does it address any legal, regulatory, tax or accounting matters. Goldman\nSachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Eaton and its affiliates) of shares of Dana common stock, as of the date of the opinion, of the Merger Exchange Ratio. Goldman Sachs’\nopinion does not express any view on, and its opinion does not address, any other term or aspect of the Merger Agreement or the Separation Agreement or the Transactions or any term or aspect of any other agreement or instrument contemplated by the\nMerger Agreement or the Separation Agreement or entered into or amended in connection with the Transactions, including, the Separation, the Royal Precision Transfer, the SpinCo Cash Payment, the fairness of the Transactions to, or any consideration\nreceived in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Dana; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors\nor employees of Dana, Eaton, Eaton Ohio or SpinCo, or class of such persons in connection with the Transactions, whether relative to the Merger Exchange Ratio or otherwise. Goldman Sachs does not express any opinion as to the prices at which shares\nof Dana common stock or Eaton Ordinary Shares will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Dana, Eaton, Eaton Ohio, SpinCo or the Transactions, or as to the impact of the\nTransactions on the solvency or viability of Dana, Eaton, Eaton Ohio or SpinCo or the ability of Dana, Eaton, Eaton Ohio or SpinCo to pay their respective obligations when they come due. In addition, Goldman Sachs’ opinion is necessarily based\non economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion\nbased on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ advisory services and the opinion expressed were provided for the information and assistance of the Dana board in connection with its\nconsideration of the Transactions and such opinion does not constitute a recommendation as to how any holder of Dana common stock should vote with respect to such Transactions or any other matter. Goldman Sachs’ opinion was approved by a\nfairness committee of Goldman Sachs.

Summary of Financial Analyses

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Dana board in connection with\nrendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or\nweight given to those analyses by Goldman Sachs. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 8, 2026, and is not\nnecessarily indicative of current market conditions.

Illustrative Discounted Cash Flow Analysis—Mobility Business Standalone\n

Using the Dana Adjusted Mobility Projections and the Dana Expected Cost Synergies, as applicable, Goldman Sachs\nperformed an illustrative discounted cash flow analysis of the Mobility Business to derive a range of illustrative present enterprise values of the Mobility Business, with and without taking the Dana Expected Cost Synergies into account. Using the mid-year convention for discounting cash flows and discount rates ranging from 10.0% to 11.0%, reflecting estimates of the Mobility Business’ weighted average cost of capital, Goldman Sachs discounted to\npresent value as of March 31, 2026 (a) estimates of the unlevered free cash flows for the Mobility Business for the fiscal years in the period from April 1, 2026 through December 31, 2030, both excluding and including the Dana\nExpected Cost Synergies, each as reflected in the Dana Adjusted Mobility Projections and the Dana Expected Cost Synergies, as applicable, and (b) a range of illustrative terminal values for the Mobility Business, which were calculated by\napplying perpetuity growth rates ranging from 2.0% to 3.0% to a terminal year estimate of the unlevered free cash flow to be generated by the Mobility Business, both excluding and including net Dana Expected Cost Synergies, as reflected in the Dana\nAdjusted Mobility Projections and the Dana Expected Cost Synergies, as applicable (which analysis implied terminal value to last twelve month (“LTM”) earnings before interest, taxes, depreciation and amortization (“EBITDA”)\nmultiples

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\nranging from 8.1x to 10.4x, excluding net Dana Expected Cost Synergies, and 8.3x to 10.7x, including net Dana Expected Cost Synergies). The range of perpetuity growth rates was estimated by\nGoldman Sachs utilizing its professional judgment and experience, taking into account the Dana Adjusted Mobility Projections and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such\ndiscount rates by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including the Mobility Business’ target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the Mobility Business, as well as certain financial metrics for the United States financial markets\ngenerally.

Goldman Sachs then added the ranges of present values it derived above to derive ranges of illustrative\nenterprise values for the Mobility Business, each rounded to the nearest $25 million, ranging from $5,825 million to $7,175 million, excluding net Dana Expected Cost Synergies, and $7,575 million to $9,400 million, including\nnet Dana Expected Cost Synergies.

Illustrative Discounted Cash Flow Analysis—Dana Standalone and SpinCo Pro Forma

Using the Dana Standalone Projections and the Pro Forma Forecasts, including the Dana Expected Cost Synergies, as applicable,\nGoldman Sachs performed an illustrative discounted cash flow analysis of Dana on a standalone basis and SpinCo pro forma giving effect to the Transactions to derive ranges of illustrative present values per share for the shares of Dana common stock,\non a standalone basis, and for the shares of SpinCo common stock to be received by Dana stockholders in the Transactions (assuming that each share of Dana common stock is exchanged for one share of SpinCo common stock and taking into account net\nDana Expected Cost Synergies). Using the mid-year convention for discounting cash flows and discount rates ranging from 11.0% to 12.0%, for Dana on a standalone basis, and 10.5% to 11.5%, for SpinCo pro forma\ngiving effect to the Transactions, reflecting estimates of the weighted average cost of capital of Dana on a standalone basis and SpinCo pro forma giving effect to the Transactions, as applicable, Goldman Sachs discounted to present value as of\nMarch 31, 2026 (a) estimates of the unlevered free cash flows for Dana on a standalone basis and for SpinCo pro forma giving effect to the Transactions for the period from April 1, 2026 through December 31, 2030, each as reflected in\nthe Dana Standalone Projections and the Pro Forma Forecasts, including the Dana Expected Cost Synergies, as applicable, and (b) a range of illustrative terminal values for Dana on a standalone basis and for SpinCo pro forma giving effect to the\nTransactions, which were calculated by applying perpetuity growth rates ranging from 2.0% to 3.0% to a terminal year estimate of the unlevered free cash flows to be generated by Dana on a standalone basis and SpinCo pro forma giving effect to the\nTransactions, as applicable, as reflected in the Dana Standalone Projections and the Pro Forma Forecasts, including the Dana Expected Cost Synergies, as applicable (which analysis implied terminal year LTM EBITDA exit multiples for Dana on a\nstandalone basis ranging from 5.2x to 6.4x and for SpinCo pro forma giving effect to the Transactions ranging from 6.6x to 8.5x). The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience,\ntaking into account the Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates by application of the CAPM, which requires certain company-specific inputs,\nincluding the applicable company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta\nfor the applicable company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for Dana on a standalone basis and SpinCo pro forma giving\neffect to the Transactions by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the ranges of illustrative enterprise values it derived (a) for Dana on a standalone basis, the amount of Dana’s net\ndebt (“Dana’s Net Debt”) and adjustments for Dana’s underfunded pension liability, minority interest and equity method investments (the “Enterprise Value Adjustments”), in each case as of March 31, 2026 and\nas provided by and approved for Goldman Sachs’ use by the management of Dana and (b) for SpinCo pro forma giving effect to the Transactions, Dana’s Net Debt, Enterprise Value Adjustments, the SpinCo Cash Payment and estimated\ntransaction expenses in connection with the Transactions, in each case as

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\nprovided by and approved for Goldman Sachs’ use by the management of Dana, to derive ranges of illustrative equity values for Dana on a standalone basis and SpinCo pro forma giving effect\nto the Transactions. Goldman Sachs then divided the ranges of illustrative equity values it derived (i) for Dana on a standalone basis by the number of fully diluted outstanding shares of Dana estimated to be outstanding as of June 4, 2026\nusing the treasury stock method (the “Dana Outstanding Shares”) and (ii) for SpinCo pro forma giving effect to the Transactions by the number of Dana Outstanding Shares, after multiplying the range of illustrative equity values it\nderived by the proportionate pro forma ownership attributable to the Dana stockholders in SpinCo pro forma giving effect to the Transactions, in each case as provided by and approved for Goldman Sachs’ use by the management of Dana, to derive\nranges of illustrative present values per share for the shares of Dana common stock and for the shares of SpinCo common stock to be received by Dana stockholders in the Transactions, each rounded to the nearest dollar, ranging from $41 to $52, on a\nstandalone basis, and $49 to $63, pro forma giving effect to the Transactions.

Illustrative Present Value of Future Share Price\nAnalysis—Dana Standalone and SpinCo Pro Forma

Using the Dana Standalone Projections and the Pro Forma Forecasts,\nincluding the Dana Expected Cost Synergies, as applicable, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Dana common stock on a standalone basis and SpinCo common stock to\nbe received by Dana stockholders in the Transactions (assuming that each share of Dana common stock is exchanged for one share of SpinCo common stock). For this analysis, Goldman Sachs first calculated the implied enterprise value of Dana on a\nstandalone basis and SpinCo pro forma giving effect to the Transactions as of December 31 for each of the fiscal years 2027 and 2028, by applying a range of illustrative enterprise values (“EV”) to next twelve month\n(“NTM”) EBITDA (“EV/NTM EBITDA”) multiples of 5.0x to 6.0x, for Dana on a standalone basis, and 6.5x to 7.5x, for SpinCo pro forma giving effect to the Transactions, to estimates of NTM EBITDA as of December 31 of each\nof 2027 and 2028 for Dana on a standalone basis and SpinCo pro forma giving effect to the Transactions, as applicable, in each case as provided by and approved for Goldman Sachs’ use by the management of Dana. The illustrative range of EV/NTM\nEBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience.

Goldman Sachs\nthen subtracted (a) for Dana on a standalone basis, the amount of Dana’s projected Net Debt and Enterprise Value Adjustments and (b) for SpinCo pro forma giving effect to the Transactions, the amount of Dana’s Net Debt and\nEnterprise Value Adjustments after adding the projected equity value of the Mobility Business’ joint ventures, in each case for the fiscal years 2027 and 2028, each as provided by and approved for Goldman Sachs’ use by the management of\nDana, from the respective implied enterprise values in order to derive ranges of illustrative equity values for Dana on a standalone basis and SpinCo pro forma giving effect to the Transactions as of December 31 for each of the fiscal years\n2027 and 2028. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Dana common stock, on a standalone basis and SpinCo common stock\npro forma giving effect to the Transactions, as of December 31 of each of 2027 and 2028, in each case calculated using information provided by and approved for Goldman Sachs’ use by the management of Dana, using the treasury stock method,\nto derive ranges of implied future values per share of Dana common stock and SpinCo common stock to be received by Dana stockholders in the Transactions, excluding dividends. Goldman Sachs then added the cumulative dividends per share of Dana common\nstock and SpinCo common stock expected to be paid to holders of shares of Dana common stock and SpinCo common stock, as applicable, through the end of each of the fiscal years 2027 and 2028, using the Dana Standalone Projections and the Pro Forma\nForecasts, including the Dana Expected Cost Synergies, as applicable. Goldman Sachs then discounted these implied future equity values per share of Dana common stock and SpinCo common stock to be received by Dana stockholders in the Transactions to\nMarch 31, 2026 using an illustrative discount rate for Dana on a standalone basis of 12.8% and for SpinCo pro forma giving effect to the Transactions of 12.2%, in each case reflecting an estimate of the applicable company’s cost of\nequity. Goldman Sachs derived such discount rates by application of the CAPM, which requires certain company-specific inputs, including a beta for the applicable company, as well as certain financial metrics for the United States financial markets\ngenerally. This analysis resulted in a range of implied present values per share for the shares of Dana common stock and for

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\nthe shares of SpinCo common stock to be received by Dana stockholders in the Transactions, each rounded to the nearest dollar, of $38 to $53, on a standalone basis, and $45 to $58, pro forma\ngiving effect to the Transactions.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary\ndescription. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness\ndetermination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its\nexperience and professional judgment after considering the results of all of its analyses.

Goldman Sachs prepared these\nanalyses for purposes of Goldman Sachs providing its opinion to the Dana board as to the fairness from a financial point of view to the holders (other than Eaton and its affiliates) of shares of Dana common stock of the Merger Exchange Ratio. These\nanalyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results,\nwhich may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective\nadvisors, none of Dana, Eaton, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Merger Exchange Ratio was determined through arm’s-length negotiations\nbetween Dana and Eaton and was approved by the Dana board. Goldman Sachs provided advice to Dana during these negotiations. Goldman Sachs did not, however, recommend any specific Merger Exchange Ratio or other consideration to Dana or the Dana board\nor that any specific exchange ratio or other consideration constituted the only appropriate exchange ratio or other consideration for the Transactions.

As described below, Goldman Sachs’ opinion to the Dana board was one of many factors taken into consideration by the\nDana board in making its determination to approve the Merger Agreement and the Separation Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness\nopinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory,\nunderwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities.\nGoldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell,\nhold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Dana, Eaton, SpinCo, or any of their respective affiliates and third parties\n(collectively, “Relevant Parties”) or any currency or commodity that may be involved in the Transactions contemplated by the Merger Agreement and the Separation Agreement. Goldman Sachs Investment Banking has an existing lending\nrelationship with Eaton and/or its affiliates. Goldman Sachs acted as financial advisor to Dana in connection with, and participated in certain of the negotiations leading to, the Transactions contemplated by the Merger Agreement and the Separation\nAgreement. With the consent of the Dana board, an affiliate of Goldman Sachs, together with certain other financial institutions, has entered into the Bridge Commitment Letter to provide SpinCo (as borrower) and Dana with the Bridge Facility in\nconnection with the consummation of the Transactions, subject to the terms of such Bridge Commitment Letter. In addition, with the consent of the Dana board, an affiliate of Goldman Sachs, together with certain other financial institutions, has\nentered into the Engagement and Commitment Letter to provide SpinCo (as borrower) and Dana with the Term A Facility in

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\nconnection with the consummation of the Transactions, subject to the terms of such Engagement and Commitment Letter. An affiliate of Goldman Sachs will also be engaged in connection with any\nAdditional Permanent Financing. Pursuant to the terms of such commitments and engagements, and as compensation for such financing, such affiliate of Goldman Sachs has received net fees of approximately $4.25 million and Goldman Sachs and/or its\naffiliates may receive additional fees of at least $4.16 million, including from the Bridge Facility, the Term A Facility and any capital market financing undertaken as part of the Additional Permanent Financing, the amount of which additional\ncompensation has not been determined as of the date of this document and will depend on the specific terms of the financing which Dana and SpinCo decide to pursue. Goldman Sachs has provided certain financial advisory and/or underwriting services to\nDana and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as co-advisor with respect to the sale of the Off-Highway business to Allison Transmission Holdings, Inc. for Dana in January 2026. During the two-year period ended June 10, 2026, Goldman Sachs has recognized\ncompensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Dana and/or its affiliates of approximately $22.0 million. As of June 10, 2026, Goldman Sachs Investment Banking was mandated\nby Dana and/or its Related Entities to provide financial advisory and/or underwriting services unrelated to the Transactions with respect to one or more matters. In addition, as of June 10, 2026, Goldman Sachs Investment Banking was soliciting\nDana and/or its Related Entities to work on financial advisory and/or underwriting matters for any such persons on which it has not been, and may not be, mandated. Goldman Sachs has provided certain financial advisory and/or underwriting services to\nEaton and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to investment grade bond offerings for Eaton in May 2025 and March\n2026. During the two-year period ended June 10, 2026, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Eaton\nand/or its affiliates of approximately $5 million. As of June 10, 2026, Goldman Sachs Investment Banking was mandated by Eaton and/or its Related Entities to provide financial advisory and/or underwriting services unrelated to the\nTransactions with respect to one or more matters. If all such matters were to be consummated, Goldman Sachs Investment Banking currently expects that it would recognize compensation in an aggregate amount less than the transaction fee expected in\nconnection with the Transactions. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Relevant Parties and their respective affiliates, for which Goldman Sachs Investment Banking may receive\ncompensation. As of June 10, 2026, Goldman Sachs Investment Banking was not soliciting Eaton and/or its Related Entities to work on financial advisory and/or underwriting matters for any such persons on which it has not been mandated.

As of June 10, 2026, Goldman Sachs Affiliated Entities had (a) no direct GS Principal Investment (as defined below)\nin Dana and/or its affiliates and (b) no direct GS Principal Investment in Eaton and/or its Related Entities (as defined below).

On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of\nits various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Parties and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending\nand other similar financing transactions, securities lending and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging,\nother risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment\nBanking.

For purposes of this section of the proxy statement/prospectus, (a) Goldman Sachs relied on its books and\nrecords to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity and (b) the following terms have the\ndefinitions set forth below:

GS Principal Investments (including any associated commitments) are (a) direct balance\nsheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (b) direct

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\ninvestments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and\nformer employees and not third party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments, or warrants or equity kickers received in connection with\nsenior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal\nInvestments also do not include investments by funds managed by Goldman Sachs Affiliated Entities which funds are almost entirely for the benefit of third party clients (“GS Client Funds”), which funds can\nco-invest alongside, and/or make investments in, the Relevant Parties or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill\na fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.

Related Entities are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds\nmanaged thereby.

The Dana board selected Goldman Sachs as its financial advisor because it is an internationally\nrecognized investment banking firm that has substantial experience in transactions similar to the Transactions. Pursuant to a letter agreement dated June 3, 2026, Dana engaged Goldman Sachs to act as its financial advisor in connection with the\nTransactions. The engagement letter between Dana and Goldman Sachs provides for a transaction fee of $45 million, all of which is contingent upon consummation of the Transactions. In addition, Dana has agreed to reimburse Goldman Sachs for\ncertain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Dana’s Reasons for the Transactions

On June 10, 2026, the Dana board unanimously approved the Merger Agreement, the Separation Agreement and the other\nTransaction Documents and the consummation of the transactions contemplated thereby, including the Merger. In reaching the decision to approve the Transactions and unanimously resolving to recommend that Dana stockholders approve the Merger\nProposal, the Dana board held a number of meetings, consulted with Dana management and its financial and legal advisors, and considered various expected advantages and benefits of the Transactions, including the significant factors set forth below,\nas well as a variety of negative factors and risks related to the Transactions.

The Dana board considered these\nadvantages, benefits and negative factors and risks, which are not necessarily presented in order of relative importance below, as a whole and considered such factors to be consistent with the board’s previously identified priorities with\nrespect to strategic transactions and to support its determination to approve the Transactions.

\n\n\n\n\n

•

the overall strategic and financial benefits that could be achieved by combining Dana and the Mobility\nBusiness relative to the future prospects of Dana on a standalone basis, including, but not limited to: (a) the expectation that the combined company will have approximately $11 billion in sales and approximately $1.7 billion adjusted\nEBITDA (with an approximately 15% adjusted EBITDA margin) on a fully synergized, pro forma 2026 estimated basis; (b) the expectation that the combined company will be expected to achieve $250 million of\nrun-rate synergies within 24 months following Closing; and (c) the expectation that the combined company accelerates and expands Dana 2030 strategy with 2030 targets increased to $14-15 billion in sales, approximately 18% adjusted EBITDA margin, and an 8-9% adjusted free cash flow margin;

\n\n\n\n\n

•

the opportunity to create a premier, global powertrain leader focused on commercial and light vehicles, with\ndeepened capabilities, diversified customer base and improved end-market mix;

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\n\n\n\n\n

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the opportunity to expand Dana’s presence in core markets with new products and complementary\ntechnologies, which could strengthen margins through a more balanced portfolio and meaningful synergies;

\n\n\n\n\n

•

the opportunity to expand the scope of Dana’s 2030 strategy by increasing scale, deepening aftermarket\ncapabilities, and advancing both traditional and electrification technologies;

\n\n\n\n\n

•

the relative valuations implied by the exchange ratio provided for in the Merger Agreement;\n

\n\n\n\n\n

•

the fact that the RMT transaction structure affords an effective and economical choice for the Transactions,\nbecause, among other things, it provides a tax-efficient method to combine Dana and the Mobility Business and allows a substantial portion of the consideration to be in the form of equity and, therefore,\nlimits the combined company’s total leverage as compared to an all-cash transaction;

\n\n\n\n\n

•

the benefits associated with increased liquidity in the resulting public company as a result of the issuance\nof shares of SpinCo common stock to both Eaton shareholders and Dana stockholders in the Transactions and the potential to improve the resulting public company’s position within the investment community (relative to Dana) through increased\nanalyst coverage and the potentially enhanced ability to attract a broader institutional investor base;

\n\n\n\n\n

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the oral opinion of Goldman Sachs, subsequently confirmed in writing by delivery of a written opinion, to the\neffect that, as of June 10, 2026, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the Merger Exchange Ratio was fair, from a financial point of view, to the holders (other than Eaton\nand its affiliates) of shares of Dana common stock, as more fully described above under the caption “The Transactions—Opinion of Dana’s Financial Advisor” beginning on page 153 and Annex C to this proxy\nstatement/prospectus;

\n\n\n\n\n

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the terms and conditions of the Merger Agreement and the Separation Agreement, which will result in a pro\nforma ownership of the fully diluted shares of SpinCo common stock being held 50.1% by Eaton shareholders (in their capacity as such) and 49.9% by Dana stockholders (in their capacity as such) on a fully diluted basis (subject to adjustment in\naccordance with the terms of the Merger Agreement);

\n\n\n\n\n

•

the fact that, following the Closing, the management team will continue to be led by Dana’s current\nchief executive officer and chief financial officer;

\n\n\n\n\n

•

the sufficiency of indemnities being provided by Eaton to the combined company under the Separation Agreement\nand other Transaction Documents;

\n\n\n\n\n

•

Dana’s due diligence review of the business and financial information of the Mobility Business;\n

\n\n\n\n\n

•

that the existing members of the Dana board will continue to serve on the board of directors following the\nclosing of the Transactions together with three independent directors to be designated by Eaton (subject to Dana’s consent, not to be unreasonably withheld); and

\n\n\n\n\n

•

the expectation that the employees of the Mobility Business who transfer to Dana in connection with the\nTransactions will bring knowledge and experience with respect to the operation of the Mobility Business that will facilitate the integration of the Mobility Business, as well as proven experience in driving growth and innovation that complements the\ncapabilities of Dana.

In the course of its deliberations, the Dana board also considered certain risks\nand other potentially negative factors concerning the Transactions, including, but not limited to:

\n\n\n\n\n

•

the possibility that the increased earnings, efficiencies, and other potential benefits expected to result\nfrom the Transactions will not be fully realized or will not be realized within the expected time frame;

\n\n\n\n\n

•

the dilution of the relative ownership interest of Dana’s current stockholders that would result from\nthe Merger, including the fact that current Dana stockholders as a group would no longer own a majority of the issued and outstanding shares of common stock of the combined company;

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\n\n\n\n\n

•

the challenges and difficulties, foreseen and unforeseen, relating to the separation of the Mobility Business\nfrom the other businesses of Eaton;

\n\n\n\n\n

•

the challenges inherent in the combination and integration of two businesses of the size and complexity of\nDana and the Mobility Business, including that the integration may take more time and be more costly than expected;

\n\n\n\n\n

•

the restrictions in the Merger Agreement on Dana’s ability to actively solicit alternative proposals and\nthe fact that certain provisions in the Merger Agreement may dissuade third parties from seeking to acquire Dana or otherwise increase the cost of any potential alternative transaction, including the fact that Dana would be required to pay a fee to\nterminate the Merger Agreement in response to a proposal that is superior to the Transactions;

\n\n\n\n\n

•

the fact that the Transactions might not be consummated in a timely manner or at all, including the fact that\nthere can be no assurance that the conditions to the parties’ obligations to consummate the Transactions will be satisfied and that the failure to satisfy such conditions may be for reasons outside the control of Dana or Eaton, including the\nfact that the Transactions are conditioned, among other things, on (a) the completion of the Separation, (b) approval by Dana’s stockholders of the Merger Proposal and certain other matters, (c) the receipt of required\nregulatory approvals under applicable antitrust laws, and (d) the receipt by Eaton and Dana of certain tax opinions;

\n\n\n\n\n

•

the potential adverse consequences to Dana if the Transactions are not completed, including due to the\nsubstantial costs incurred and the potential stockholder and market reaction;

\n\n\n\n\n

•

the potential impact of the restrictions on the conduct of Dana’s business under the Merger Agreement\nprior to the consummation of the Transactions, as described further in the section titled “The Merger Agreement—Conduct of Business Pending the Mergers” which, among other things, may delay or prevent Dana from undertaking business\nopportunities or taking other actions that Dana might have otherwise taken;

\n\n\n\n\n

•

the inability of Dana to influence the operations of the Mobility Business during the period prior to the\ncompletion of the Transactions;

\n\n\n\n\n

•

the significant one-time costs, including transaction-related\nexpenses, expected to be incurred in connection with the Transactions;

\n\n\n\n\n

•

the risk that the Transactions and subsequent integration may divert management’s attention and\nresources away from other strategic opportunities and operational matters;

\n\n\n\n\n

•

the fact that integration of the Mobility Business will be dependent on the provision of certain transition\nservices from Eaton under the Transition Services Agreement, and the potential length of time that the transition will require;

\n\n\n\n\n

•

the fact that SpinCo will incur indebtedness in connection with the Transactions, which indebtedness will need\nto be serviced by the combined company as more fully described below under “Additional Agreements Related to the Separation and the Mergers—Debt Financing Arrangements”;

\n\n\n\n\n

•

the fact that, in order to preserve the tax-free treatment of the RMT\ntransaction to Eaton and its shareholders, the combined company will be subject to restrictions that could limit its ability to engage in future business transactions or take other corporate actions that might be advantageous as more fully described\nunder “Additional Agreements Related to the Separation and the Mergers—Tax Matters Agreement”;

\n\n\n\n\n

•

the possibility that the announcement and pendency of the Transactions could have an adverse impact on Dana,\nincluding the potential impact on Dana’s employees, its ability to attract and retain key management, and its relationships with existing and prospective customers, suppliers and other third parties;

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\n\n\n\n\n

•

the requirement that Dana pay Eaton a termination fee equal to $158.7 million if the Merger Agreement is\nterminated under certain circumstances, as more fully described under “The Merger Agreement—Termination”;

\n\n\n\n\n

•

the requirement that Dana reimburse Eaton for financing-related expenses if the Merger Agreement is terminated\nunder certain circumstances;

\n\n\n\n\n

•

the risks inherent in seeking regulatory approvals required to close the Merger, as more fully described under\nthe caption “—Regulatory Approvals”;

\n\n\n\n\n

•

the potential downward pressure on Dana’s share price that may result after the completion of the\nTransactions if the combined company’s stockholders seek to sell their shares of SpinCo common stock;

\n\n\n\n\n

•

the fact that Dana’s executive officers may have certain interests in or receive certain benefits from\nthe Transactions that are different from, or in addition to, those of Dana’s stockholders (See “The Transactions—Interests of Certain Persons in the Transactions”); and

\n\n\n\n\n

•

other risks of the type and nature described elsewhere in this proxy statement/prospectus, including under\n“Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The foregoing discussion of the information and factors considered by the Dana board is not intended to be exhaustive, but\nincludes the material factors considered by the Dana board. In view of the wide variety of factors considered in connection with its evaluation of the Transactions and the complexity of these matters, the Dana board did not find it practicable to,\nand did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Dana board\ndid not undertake to make any specific determination as to whether, or to what extent, any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Dana board based its recommendation on the\ntotality of the information presented, including the factors described above.

This discussion of Dana’s reasons for\nthe Transactions is forward-looking in nature and involves risks and uncertainties that could result in the expectations contained in such forward-looking statements not to occur, including those risks and uncertainties discussed in the sections of\nthis proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” which sections should be read in conjunction with this discussion.

Eaton’s Reasons for the Transactions

As described in “—Background of the Transactions,” the Eaton board evaluated the separation of the Mobility\nBusiness and its combination with Dana pursuant to the Separation, Distribution and Mergers. In reaching its decision to approve the Transaction Documents and proceed with the Transactions, the Eaton board consulted with Eaton’s advisors, and\nconsidered a wide variety of factors, including the significant factors listed below, as generally supporting its decision:

\n\n\n\n\n

•

the expected strategic and operational benefits of separating the Mobility Business from Eaton’s\nremaining businesses, including the expected ability of Eaton, on the one hand, and the Mobility Business as part of the combined company, on the other hand, to pursue distinct operating priorities, tailored capital allocation strategies and\nlong-term growth opportunities as more focused businesses;

\n\n\n\n\n

•

the expectation that the Separation would be immediately accretive to Eaton’s organic growth rate and\noperating margins upon closing, and would enhance the overall financial profile of Eaton following the Transactions;

\n\n\n\n\n

•

the opportunity to combine the Mobility Business with Dana to create a scaled, global engineered solutions\npartner with a comprehensive and complementary portfolio of drivetrain, propulsion,

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\n\n\n

\nelectrification and power management solutions across internal combustion, hybrid and fully electric platforms for commercial vehicle and light vehicle OEMs worldwide;

\n\n\n\n\n

•

the Eaton board’s view that Dana is a strong strategic partner with a proven track record as a publicly\ntraded company, and that the Mobility Business’ positions in commercial vehicle transmissions, clutches and power management technologies are highly complementary to Dana’s strengths in axles, driveshafts, electrification, thermal\nmanagement and sealing products, which the Eaton board believes would create a differentiated global platform;

\n\n\n\n\n

•

the expectation that the combined company would benefit from increased scale, greater diversification across\ncustomers, geographies and end markets, an expanded aftermarket presence and approximately $250 million of identified run-rate cost synergies expected to be fully realized within 24 months following the\nclosing;

\n\n\n\n\n

•

the fact that Eaton shareholders are expected to own 50.1% of the combined company’s outstanding shares\n(on a fully diluted basis) following the consummation of the Transactions and therefore would have the opportunity to participate in the potential future growth and expected synergies of the combined company, while Eaton would receive an\napproximately $1.1 billion cash distribution in connection with the Transactions;

\n\n\n\n\n

•

the expected ability of Eaton to deploy the approximately $1.1 billion cash distribution (which will be\nsubject to a customary cash and indebtedness adjustment and the Distribution True-Up Adjustment, increased as a result of any pre-Closing share repurchases by Dana pursuant to the Share Buyback Side Letter and\nreduced by the Royal Precision Purchase Price and the Specified Asset Purchase Price pursuant to the Separation Agreement) in a manner consistent with Eaton’s capital allocation framework and priorities, including repayment of outstanding\nindebtedness;

\n\n\n\n\n

•

the expectation that the Separation and the Mergers generally would result in a\ntax-efficient disposition of the Mobility Business for Eaton and Eaton’s shareholders, by way of a tax-free split-off to\nEaton shareholders (and the immediate combination of the Mobility Business with Dana in an RMT transaction), whereas a sale of the Mobility Business for cash would result in a taxable disposition for Eaton and other members of the Eaton Group,\nmaking such a transaction potentially financially less attractive to Eaton or requiring potential counterparties to pay additional consideration in order for such a taxable transaction to be competitive with an RMT transaction;\n

\n\n\n\n\n

•

the results of the due diligence review of Dana’s business, operations, financial condition and\nprospects conducted by Eaton’s management and Eaton’s advisors;

\n\n\n\n\n

•

the governance and leadership framework for the combined company, including Eaton’s right to designate\nthree directors to the combined company board, Eaton’s expected role in appointing certain members of the post-closing management team and the anticipated inclusion of personnel from both businesses in the broader management organization;\n

\n\n\n\n\n

•

the financial review of the Transactions undertaken, and the perspectives provided by Eaton’s management\nand Eaton’s financial advisor;

\n\n\n\n\n

•

the review by the Eaton board, with the assistance of Eaton’s financial and legal advisors, of the key\nterms and conditions and structure of the Separation Agreement, the Merger Agreement and the other Transaction Documents, which the Eaton board believed supported the likelihood that the Transactions could be consummated on the negotiated terms\nwithin the anticipated timeframe, subject to customary closing conditions;

\n\n\n\n\n

•

the fact that, under the Merger Agreement, Dana’s ability to solicit, and to respond to, alternative\ntransaction proposals is restricted, the requirements and limitations applicable to Dana before the Dana board may change its recommendation to Dana’s stockholders and the requirement that Dana hold a vote of its stockholders on the Merger\nAgreement even if the Dana board withdraws or modifies its recommendation; and

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•

the fact that, under the Merger Agreement, Dana may be required to pay Eaton a termination fee of\n$158.7 million, and to reimburse certain of Eaton’s expenses in an amount of up to $20 million, if the Merger Agreement is terminated under specified circumstances, including circumstances relating to a change in the recommendation\nof the Dana board or Dana’s entry into an agreement providing for a superior proposal.

In the\ncourse of its deliberations, the Eaton board also considered a variety of risks and other potentially negative factors concerning the Transactions, including the following:

\n\n\n\n\n

•

risks relating to the Separation of the Mobility Business from Eaton and the operation of the Mobility\nBusiness separately from Eaton’s other businesses, including the potential loss of economies of scale, joint purchasing power and other synergies and intercompany arrangements between the Mobility Business and Eaton’s other businesses,\nthe costs of effecting the Separation, and the risk that the anticipated benefits of the Separation may not be realized in full or at all;

\n\n\n\n\n

•

the risk that the Transactions might not be completed on the terms or timeline currently contemplated, or at\nall, including the risk that the conditions to the parties’ obligations to consummate the Transactions—such as the completion of the Separation, the adoption of the Merger Agreement by Dana’s stockholders, the effectiveness of the\nregistration statement and the receipt of the required tax opinions—may not be satisfied or waived, including for reasons outside the control of Eaton or Dana;

\n\n\n\n\n

•

the fact that, because a substantial portion of the value to be received by Eaton and its shareholders in the\nTransactions consists of equity of the combined company, the value of that equity could fluctuate, perhaps significantly, based on numerous factors, many of which are outside the control of Eaton and unrelated to the performance of the Mobility\nBusiness, including general market and economic conditions, the cyclicality of, and conditions in, the industries in which the combined company would operate, and the liquidity and trading price of the combined company’s shares;\n

\n\n\n\n\n

•

the risk that the integration of the Mobility Business and Dana may be more difficult, time-consuming or\ncostly than anticipated, may divert the attention of management, and that the expected synergies and other anticipated benefits of the combination may not be realized or may take longer to realize than expected;

\n\n\n\n\n

•

the risk that the Distribution, together with certain related transactions, might not qualify for its intended\ntax-free treatment for U.S. federal income tax purposes, in which case Eaton and/or Eaton’s shareholders could be subject to significant tax liabilities, and the fact that, in order to preserve the\nintended tax-free treatment, the combined company (and, in certain respects, Eaton) would be subject to restrictions under the Tax Matters Agreement that could limit the ability to engage in certain future\ntransactions or take certain actions that might otherwise be advantageous;

\n\n\n\n\n

•

the fact that Eaton would be required to provide certain transition and other services to the Mobility\nBusiness following the closing pursuant to the Transition Services Agreement and the other Transaction Documents, and the risk that the provision of such services could be more costly, disruptive or extensive than anticipated and could expose Eaton\nto liability;

\n\n\n\n\n

•

the fact that, prior to the completion of the Transactions, Eaton is generally required to conduct the\nMobility Business in the ordinary course and is subject to specified interim operating restrictions, which could delay or prevent Eaton from undertaking business opportunities that might otherwise arise with respect to the Mobility Business prior to\nthe completion of the Transactions;

\n\n\n\n\n

•

the fact that the Mobility Business would incur new indebtedness in connection with the Transactions\n(including to fund the cash distribution to certain members of the Eaton Group), which indebtedness would need to be serviced by the combined company and could affect the combined company’s financial flexibility, and in which Eaton\nshareholders would, through their ownership of the combined company, indirectly participate;

\n\n\n\n\n

•

the risk that the announcement and pendency of the Transactions could have an adverse impact on the Mobility\nBusiness and on Eaton more broadly, including on the ability to attract, retain and motivate

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\n\n\n

\nkey employees and on relationships with existing and prospective customers, suppliers and other third parties;

\n\n\n\n\n

•

the risks inherent in seeking the regulatory approvals and clearances required to consummate the Transactions,\nincluding the possibility that governmental authorities could seek to impose conditions on, delay or prevent the completion of the Transactions, as more fully described under “—Regulatory Approvals”;

\n\n\n\n\n

•

the significant one-time costs and expenses expected to be incurred in\nconnection with the Transactions, whether or not the Transactions are completed, and the risk that the pursuit of the Transactions and the related integration planning could divert management’s attention and Eaton’s resources from other\nstrategic opportunities and operational matters; and

\n\n\n\n\n

•

risks of the type and nature described in the section of this proxy statement/prospectus entitled “Risk\nFactors.”

The Eaton board considered all of these factors as a whole and, on balance, concluded\nthat those factors supported a determination to approve the Merger Agreement and the Separation Agreement and to proceed with the Transactions.

The foregoing discussion of the information and factors considered by the Eaton board is not intended to be exhaustive, but is\nintended to reflect the material factors considered by the Eaton board in its evaluation of the Transactions. In view of the wide variety and complexity of the factors considered in connection with its evaluation of the Transactions, the Eaton board\ndid not consider it practical to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its determination, and individual members of the Eaton board may have viewed the\nfactors differently or given different weight, merit or consideration to different factors. The Eaton board based its determination on the totality of the information presented to and considered by it, including the factors described above.

This discussion of Eaton’s reasons for the Transactions is forward-looking in nature and involves risks and\nuncertainties that could result in the expectations contained in such forward-looking statements not to occur, including those risks and uncertainties discussed in the sections of this proxy statement/prospectus entitled “Cautionary Statement\nRegarding Forward-Looking Statements” and “Risk Factors,” which sections should be read in conjunction with this discussion.

Financial Projections

The information set forth in this section relates to certain forecasted financial\ninformation exchanged between Eaton and Dana in connection with their consideration of the Transactions, as described in more detail below. There were no projections or forecasted financial information exchanged between Eaton and Dana, other than as\nsummarized below, that the parties consider to be material.

Dana Projections

Dana does not, as a matter of course, make public any long-term financial projections as to future performance, earnings or\nother results due to, among other reasons, the uncertainty and inherent unpredictability of the underlying assumptions and estimates. However, Dana management does prepare long-term financial projections which it shares annually with the Dana board\nof directors. In connection with Dana’s preparation for Dana’s Capital Markets Day in March 2026, Dana management prepared certain non-public, internal financial projections concerning Dana’s\nanticipated future operations as a standalone business for the fiscal years ending December 31, 2026 through 2030, which were the basis of the long-term financial targets presented during the March 2026 Capital Markets Day. Members of Dana\nmanagement shared those same long-term projections with the Dana board, Goldman Sachs and Eaton in the evaluation of the proposed transaction. We refer to these

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\nprojections as the “Dana Standalone Projections.” The Dana Standalone Projections were approved by Dana for Goldman Sachs’ use and reliance in connection with its financial\nanalysis and opinion, as summarized in the section entitled “The Transactions—Opinion of Dana’s Financial Advisor”. In addition, in connection with its evaluation of the Transactions, Dana management prepared certain\nfinancial projections regarding the Mobility Business’s anticipated future operations on a standalone basis, which were derived primarily from the financial information provided by Eaton to Dana, including the Eaton Mobility Business\nProjections, in connection with Dana’s due diligence review of the Mobility Business and which Dana management recast to conform with Dana’s accounting and reporting policies and adjusted to reflect Dana management’s assumptions\nand beliefs at the time with respect to the future revenues, operating margins and standalone costs of operating the Mobility Business. Dana management provided financial projections regarding the Mobility Business to the Dana board and to Goldman\nSachs in June 2026, which we refer to as the “Dana Adjusted Mobility Projections.” We refer to the Dana Adjusted Mobility Projections, together with the Dana Standalone Projections and the Dana Expected Cost Synergies (defined below), as\nthe “Dana Projections.” The Dana Adjusted Mobility Projections were approved by Dana for Goldman Sachs’ use and reliance in connection with its financial analysis and opinion, as summarized in the section entitled “The\nTransactions—Opinion of Dana’s Financial Advisor”.

A summary of the Dana Projections has been provided\nbelow to provide recipients of this proxy statement/prospectus with access to certain non-public unaudited prospective internal financial information that was provided to the parties as described above,\nincluding the Dana board and Goldman Sachs, as described above. This summary of the Dana Projections is not being included in this proxy statement/prospectus to influence any stockholder to make any investment or voting decision with respect to the\nTransactions or for any other purpose.

Dana Standalone Projections


	Fiscal Year Ending December 31,
*$ million*	2026E			2027E		2028E	2029E	2030E
Revenue		7,520			8,300		8,800		9,400	10,000
Adj. EBITDA⁽¹⁾		800			950		1,120		1,350	1,500
CapEx		325			420		430		415	420
Adj. UFCF⁽²⁾		347	⁽³⁾		335		402		582	631

\n\n\n

Adj. EBITDA is a non-GAAP financial measure which is defined as net\nincome (loss) from continuing operations before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, expenses related to the acquisition of the Eaton Mobility business,\nnon-service cost components of pension and other postretirement benefits (OPEB) costs and other adjustments not related to core operations (gain/loss on debt extinguishment, pension settlements, divestitures,\nimpairment, etc.)

\n\n\n

Adj. UFCF is a non-GAAP financial measure, which is defined as cash\nprovided by (used in) operating activities less purchases of property, plant and equipment plus proceeds from sale of property, plant and equipment plus cash paid for purchases of leased facilities plus cash paid for\nOff-Highway business divestiture and Eaton Mobility business acquisition related activities.

\n\n\n

3)	Adj. UFCF for 2026 Q2-Q4 was forecasted to be $491 million.\n

Dana Adjusted Mobility Projections


	Fiscal Year Ending December 31,
*$ million*	2026E			2027E		2028E	2029E	2030E
Revenue		3,262			3,313		3,517		3,837	4,002
Adj. EBITDA⁽¹⁾		588			603		674		779	843
CapEx		103			106		115		127	133
Adj. UFCF⁽²⁾		311	⁽³⁾		582		577		588	604

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\n\n\n

3)	Adj. UFCF for 2026 Q2-Q4 was forecasted to be $259 million.\n

The Dana Projections are subjective in many respects and, thus, subject to interpretation. Although\npresented with numeric specificity, the Dana Projections are forward-looking statements and reflect numerous estimates and assumptions with respect to, among other things, industry performance and competition, general business, economic, market and\nfinancial conditions and matters specific to Dana’s business and the Mobility Business, all of which are difficult to predict or may prove to be inaccurate for any number of reasons, including the risks discussed in this proxy\nstatement/prospectus under the section entitled “Risk Factors” and many of which are beyond Dana’s control. Dana cannot provide any assurance that the assumptions underlying the Dana Projections will be realized. The inclusion of\ninformation about the Dana Projections in this proxy statement/prospectus should not be regarded as an indication that Dana, Eaton or any other recipient of this information considered or now considers, it necessarily predictive of actual future\nresults or material information given the inherent risks and uncertainties associated with such forecasts.

The material estimates and\nassumptions made by Dana management in connection with the preparation of the Dana Standalone Projections, which Dana management considered reasonable by comparing key revenue, margin and growth assumptions to Dana’s historical performance,\nand incorporating certain growth opportunities and other business initiatives on a risk-adjusted basis, include:

\n\n\n\n\n

•

a secured and unsecured new program backlog of approximately $1,150 million;

\n\n\n\n\n

•

stability in North American full frame truck and SUV production volumes;

\n\n\n\n\n

•

growth in the North American Class 5-7 / Bus production volume at\nan approximately 11% compound annual growth rate;

\n\n\n\n\n

•

growth in the North American Class 8 production volume at an approximately 7% compound annual growth\nrate;

\n\n\n\n\n

•

market share growth in the North American Commercial Vehicle market of approximately $200 million;\n

\n\n\n\n\n

•

market share growth in Aftermarket of approximately $200 million;

\n\n\n\n\n

•

growth in new markets through applied technologies of approximately $400 million;

\n\n\n\n\n

•

cost reductions totaling approximately $225 million from manufacturing excellence and structural cost\ninitiatives; and

\n\n\n\n\n

•

an effective cash tax rate of 20-25% of adjusted pre-tax book income.

In preparing the Dana Adjusted Mobility\nProjections, Dana management made certain adjustments to the material estimates and assumptions made by Eaton management and reflected in the Eaton Mobility Business Projections, which are described below under “Eaton Mobility Business\nProjections,” based on Dana management’s expectations and beliefs at the time with respect to the future revenues and standalone costs of operating the Mobility Business. The material estimates and assumptions made by Dana management in\n

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\nconnection with the preparation of the Dana Adjusted Mobility Projections, as compared to the Eaton Mobility Business Projections, include:

\n\n\n\n\n

•

adjustments necessary to conform with Dana’s accounting and reporting policies;

\n\n\n\n\n

•

adjustments to reflect the normalization of the Eaton business;

\n\n\n\n\n

•

applying a risk-adjusted discount to revenue of 1-3% for the vehicle\nbusiness and 2-10% for the eMobility business;

\n\n\n\n\n

•

applying a risk-adjusted discount to adjusted EBITDA of 1-4% for the\nvehicle business and 5-17% for the eMobility business; and

\n\n\n\n\n

•

increasing anticipated annual capital expenditures by approximately 10%.

Many of the assumptions reflected in the Dana Projections are subject to change and the Dana Projections do not reflect\nrevised prospects for Dana’s business or the Mobility Business, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time such prospective\nfinancial information was prepared. Dana has not publicly updated and does not intend to publicly update or otherwise revise the Dana Projections. Although Dana management believes that the Dana Projections were prepared on a reasonable basis (and,\nin the case of the Eaton Mobility Business Projections from which the Dana Adjusted Mobility Projections were derived, Dana management assumes that the Eaton Mobility Business Projections were prepared on a reasonable basis), the Dana Projections\nare not fact and there can be no assurance that the results reflected in the Dana Projections will be realized or that actual results will not materially vary from the Dana Projections. In addition, the Dana Projections reflect Dana and the Mobility\nBusiness on a standalone basis and cover multiple years and such information by its nature becomes less predictive with each successive year. Therefore, the Dana Projections included in this proxy statement/prospectus should not be relied on as\nnecessarily predictive of actual future events nor construed as financial guidance.

Shareholders are urged to review\nDana’s most recent SEC filings for a description of risk factors with respect to Dana’s business as well as the section of this proxy statement/prospectus entitled “Risk Factors.” Shareholders should also read the sections\nentitled “Cautionary Statement Regarding Forward-Looking Statements” for additional information regarding the risks inherent in forward-looking information such as the Dana Projections and “Where You Can Find Additional\nInformation; Incorporation by Reference.”

The Dana Projections were not prepared with a view toward public\ndisclosure or compliance with the published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial\ninformation. The Dana Projections included in this document have been prepared by, and are the responsibility of, Dana management (and, in the case of the Eaton Mobility Business Projections from which the Dana Adjusted Mobility Projections were\nderived in part, Eaton management). PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Dana Projections and, accordingly, PricewaterhouseCoopers LLP does not\nexpress an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this document relates to Dana’s previously issued financial statements. It does not extend to the Dana\nProjections and should not be read to do so.

The Dana Projections contain certain\nnon-GAAP financial measures. The non-GAAP financial measures set forth above should not be considered in isolation or as a substitute for, or superior to, financial\nmeasures determined or calculated in accordance with GAAP, and non-GAAP financial measures such as those used in the Dana Projections may not be comparable to similarly titled amounts used by other companies\nor persons. Non-GAAP financial measures should not be considered as alternatives to operating income or net income as measures of operating performance or cash flow or as measures of liquidity. Financial\nmeasures provided in this context were not prepared with a view toward public disclosure and are excluded from the definition of non-GAAP financial measures under applicable SEC rules and regulations. As a\nresult, the Dana Projections are

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\nnot subject to SEC rules regarding disclosure of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, and Dana is not providing such reconciliation of these forward-looking non-GAAP financial measures.

For the reasons described above, readers of this proxy statement/prospectus are cautioned not to place undue, if any, reliance\non the Dana Projections. None of Dana or its affiliates, advisors, officers, directors or other representatives has made or makes any representation to any stockholder or other person regarding Dana’s ultimate performance compared to the\ninformation contained in the Dana Projections or that forecasted results will be achieved. Dana has not made any representation to Eaton in the Merger Agreement or otherwise concerning any of the Dana Projections and Eaton has not made any\nrepresentation to Dana in the Merger Agreement or otherwise concerning any of the Eaton Mobility Business Projections.

The Dana Projections, and the information about the Dana Projections set forth above, were developed for Dana and the Mobility\nBusiness, respectively, on a standalone basis and do not take into account or give effect to the Transactions, including any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary governmental or\nregulatory approvals, any costs and expenses incurred or to be incurred in connection with the Transactions, any purchase accounting adjustments, any synergies that are or expected to be realized as a result of the Transactions or costs and expenses\nnecessary to achieve anticipated synergies, or any changes to Dana’s or the Mobility Business’s operations or strategy that may be implemented after completion of the Transactions, nor do they take into account the effect of any failure\nof the Mergers or the other Transactions to be consummated or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated,\npostponed or not taken in anticipation of the Mergers.

DANA DOES NOT INTEND TO PUBLICLY UPDATE OR OTHERWISE REVISE THE\nABOVE DANA PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH FORECASTS ARE NOT REALIZED.

Dana Expected Cost Synergies

Dana management prepared expected cost synergies for the pro forma combined company following the consummation of the\nTransactions, which we refer to as the “Dana Expected Cost Synergies.” The Dana Expected Cost Synergies were derived in part from analysis of Dana and the Mobility Business based on Dana management’s due diligence review. The Dana\nExpected Cost Synergies were based upon numerous estimates and expectations, beliefs, opinions and assumptions with respect to the post-Transaction combination of Dana and the Mobility Business, including, but not limited to, its cost and operating\nstructure, manufacturing operations, engineering processes and facilities, administrative offices and related support, corporate overhead, information technology infrastructure, distribution center optimization, supplier cost savings, and with\nrespect to general business, economic, market, regulatory and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Dana’s control and may not be realized. Dana management believes\nthat the estimates and expectations, beliefs, opinions and assumptions used as a basis for the Dana Expected Cost Synergies were reasonable based on the information available to Dana management at the time prepared. However, the Dana Expected Cost\nSynergies are not a guarantee of actual future performance or ability to achieve the estimated synergies. The future financial consequences to Dana of the consummation of the Transactions may differ materially from those expressed in the Dana\nExpected Cost Synergies due to various factors, including factors that are beyond Dana’s ability to control or predict. Important factors that may affect Dana’s actual ability to achieve these estimated synergies are further described\nunder “Cautionary Statement Regarding Forward-Looking Statements.” Information regarding the uncertainties associated with realizing these estimated synergies is also described under “Risk Factors.”

The Dana Expected Cost Synergies (i) are not necessarily indicative of current market conditions or values or future\nperformance, which may be significantly more or less favorable than as set forth in the Dana Expected Cost Synergies; and (ii) are not, and should not be regarded as, a representation that any of the results or\n

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\nexpectations contained in, or forming a part of, the Dana Expected Cost Synergies will be achieved. The Dana Expected Cost Synergies anticipate approximately $250.0 million in annualized\nAdjusted EBITDA synergies, subject to the important qualifications, limitations, and cautionary considerations described above.

Eaton Mobility\nBusiness Projections

Eaton does not as a matter of course make public long-term financial projections as to the\nfuture performance, earnings or other results of Eaton or its businesses, including the Mobility Business. However, in connection with the process leading to the execution of the Merger Agreement, the Separation Agreement and other Transaction\nDocuments, Eaton management prepared certain nonpublic, internal financial projections for the Mobility Business for the calendar years ending December 31, 2026 through 2030, which were then provided to Dana and its financial advisors as part\nof Dana’s due diligence review of the Mobility Business. Eaton prepared and provided to Dana long-term financial projections of the Mobility Business on March 17, 2026, which we refer to as the “Eaton Mobility Business\nProjections.”

A summary of the Eaton Mobility Business Projections has been provided below to provide recipients of\nthis proxy statement/prospectus with access to certain nonpublic unaudited prospective internal financial information that was furnished to the above-listed parties, and are not included in this proxy statement/prospectus to influence any\nstockholder to make any investment or voting decision with respect to the Transactions or for any other purpose.

Eaton Mobility\nBusiness Projections


	Fiscal Year Ending December 31,
*$ million*	2026E		2027E		2028E	2029E	2030E
Revenue		3,262		3,347		3,607		3,998	4,203
Adj. EBITDA⁽¹⁾		605		661		754		882	963
PTUFCF⁽²⁾		447		755		748		803	856

\n\n\n

1)	Adj. EBITDA is a non-GAAP financial measure which is defined as net\nincome (loss) from continuing operations before interest, income taxes, depreciation, amortization, equity grant expense and capitalized inventory variance.

\n\n\n

2)	Pre-Tax Unlevered Free Cash Flow (“PTUFCF”) is a non-GAAP financial measure. For purposes of providing PTUFCF, Eaton calculated PTUFCF as Adj. EBITDA, less capital expenditures, plus/(minus) changes in net working capital. This calculation does not reflect any\nassumed cash income tax.

The Eaton Mobility Business Projections are subjective in many respects and,\nthus, subject to interpretation. Although presented with numeric specificity, the Eaton Mobility Business Projections are forward-looking statements and reflect numerous estimates and assumptions with respect to industry performance and competition,\ngeneral business, economic, market and financial conditions and matters specific to the Mobility Business, including the risks and uncertainties described under “Risk Factors,” all of which are difficult to predict and many of which are\nbeyond Eaton’s control. Eaton cannot provide any assurance that the assumptions underlying the Eaton Mobility Business Projections will be realized. The inclusion of information about the Eaton Mobility Business Projections in this proxy\nstatement/prospectus should not be regarded as an indication that Eaton, Dana or any other recipient of this information considered or now considers, it necessarily predictive of actual future results or material information given the inherent risks\nand uncertainties associated with such forecasts.

The Eaton Mobility Projections are based on numerous variables and\nassumptions made by Eaton management at the time prepared, including with respect to industry performance, general business, economic, regulatory, market and financial conditions, other future events, and other matters specific to Eaton and the\nMobility Business, including the following material assumptions:

\n\n\n\n\n

•

Aftermarket sales growth driven by elevated fleet age, deferred replacement activity and rising system\ncomplexity, resulting in positive year-over-year growth notwithstanding a more gradual recovery in freight and OEM builds;

171

\n\n\n\n\n

•

Continued strength in commercial vehicle powertrain, supported by key programs and structural market\ntailwinds, and in engine air management, supported by rising content per vehicle and a portfolio shift toward heavy-duty applications, in each case supporting structurally higher margins;

\n\n\n\n\n

•

Improvements in net working capital;

\n\n\n\n\n

•

Growth in the eMobility business driven primarily by growth in\nLow-Voltage & Power Conversion (“LVPC”) products, reflecting continued penetration across North American truck and selected Asia-Pacific platforms;

\n\n\n\n\n

•

Growth in the eMobility business driven by the high-voltage power distribution units, circuit protection and\nhigh-voltage, high-power connectors portfolios and expansion in the delivery of fully integrated system-level solutions for electrified content, partially offset by the retirement of the inverter portfolio; and

\n\n\n\n\n

•

Margins reflecting a steady incremental margin rate in the legacy Vehicle business and volume leverage in the\neMobility business as it continues to scale.

The Eaton Mobility Business Projections were prepared by\nEaton for the Mobility Business without giving effect to the Transactions. The Eaton Mobility Business Projections reflect the financial performance of the Mobility Business’s operations only and do not include costs associated with operating\nthe Mobility Business as a standalone public company, including costs for corporate functions and services that have historically been provided by Eaton and were not allocated to the Mobility Business for purposes of the Eaton Mobility Business\nProjections. In addition, the Eaton Mobility Business Projections do not reflect the basis of presentation used for the audited financial statements of SpinCo included elsewhere in this proxy statement/prospectus. The inclusion of information about\nthe Eaton Mobility Business Projections in this proxy statement/prospectus should not be regarded as an indication that Eaton, Dana or any other recipient of this information considered, or now considers, it necessarily predictive of actual future\nresults or material information given the inherent risks and uncertainties associated with such forecasts.

Many of the\nassumptions reflected in the Eaton Mobility Business Projections are subject to change and the Eaton Mobility Business Projections do not reflect revised prospects for the Mobility Business, changes in general business or economic conditions or any\nother transaction or event that has occurred or that may occur and that was not anticipated at the time such financial information was prepared. Eaton has not publicly updated and does not intend to publicly update or otherwise revise the Eaton\nMobility Business Projections. There can be no assurance that the results reflected in the Eaton Mobility Business Projections will be realized or that actual results will not materially vary from the Eaton Mobility Business Projections. In\naddition, the Eaton Mobility Business Projections cover multiple years and such information by its nature becomes less predictive with each successive year. Therefore, the Eaton Mobility Business Projections included in this proxy\nstatement/prospectus should not be relied on as necessarily predictive of actual future events nor construed as financial guidance.

Stockholders are urged to review Eaton’s most recent SEC filings for a description of risk factors with respect to\nEaton’s business, as well as the section of this proxy statement/prospectus entitled “Risk Factors.” Stockholders should also read the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” for\nadditional information regarding the risks inherent in forward-looking information such as the Eaton Mobility Business Projections and “Where You Can Find Additional Information; Incorporation by Reference.”

The Eaton Mobility Business Projections were not prepared with a view toward compliance with published guidelines of the\nSecurities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Eaton Mobility Business Projections included in this\ndocument have been prepared by, and are the responsibility of, Eaton management. Ernst & Young LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Eaton Mobility Business\nProjections and, accordingly, Ernst &

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\nYoung LLP does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young LLP report included in this document relates to SpinCo’s previously\nissued financial statements. The Ernst & Young LLP report does not extend to the Eaton Mobility Business Projections and should not be read to do so.

The Eaton Mobility Business Projections contain certain non-GAAP financial measures.\nThe non-GAAP financial measures set forth above should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP, and non-GAAP financial measures such as those used in the Eaton Mobility Business Projections may not be comparable to similarly titled amounts used by other companies or persons.\nNon-GAAP financial measures should not be considered as alternatives to operating income or net income as measures of operating performance or cash flow or as measures of liquidity. Financial measures provided\nin this context were not prepared with a view toward public disclosure and are excluded from the definition of non-GAAP financial measures under applicable SEC rules and regulations. As a result, the Eaton\nMobility Business Projections are not subject to SEC rules regarding disclosure of non-GAAP financial measures, which would otherwise require a reconciliation of a\nnon-GAAP financial measure to a GAAP financial measure, and Eaton is not providing such reconciliation of these forward-looking non-GAAP financial measures. For the\nreasons described above, readers of this proxy statement/prospectus are cautioned not to place undue, if any, reliance on the Eaton Mobility Business Projections. None of Eaton or its affiliates, advisors, officers, directors or other\nrepresentatives has made or makes any representation to any stockholder or other person regarding the ultimate performance of the Mobility Business compared to the information contained in the Eaton Mobility Business Projections or that forecasted\nresults will be achieved. Eaton has not made any representation to Dana in the Merger Agreement or any of the other Transaction Documents or otherwise, or to any other person, concerning any of the Eaton Mobility Business Projections.

The Eaton Mobility Business Projections, and the information about the Eaton Mobility Business Projections set forth above,\nwere developed for the Mobility Business on a standalone basis and do not take into account or give effect to the Transactions, including any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary\ngovernmental or regulatory approvals, any costs and expenses incurred or to be incurred in connection with the Transactions, any purchase accounting adjustments, any synergies that are or expected to be realized as a result of the Transactions or\ncosts and expenses necessary to achieve anticipated synergies, or any changes to the Mobility Business’s operations or strategy that may be implemented after completion of the Transactions, nor do they take into account the effect of any\nfailure of the Merger or the other Transactions to be consummated or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered,\naccelerated, postponed or not taken in anticipation of the Mergers.

EATON DOES NOT INTEND TO PUBLICLY UPDATE OR OTHERWISE\nREVISE THE ABOVE EATON MOBILITY BUSINESS PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH FORECASTS ARE NOT\nREALIZED.

Ownership of SpinCo Following the Merger

Immediately after the closing of the Merger, Eaton shareholders are expected to own, in the aggregate, 50.1% of the issued and\noutstanding shares of SpinCo common stock and pre-Merger Dana stockholders are expected to own, in the aggregate, 49.9% of the issued and outstanding SpinCo common stock, in each case, on a fully diluted\nbasis.

Board of Directors and Executive Officers of the Combined Company Following the Mergers

Following the completion of the Transactions, the Combined Company Board will consist of the Dana Nominees and the Eaton\nNominees. The Merger Agreement provides that the Eaton Nominees must meet the

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\nrequirements under the rules and regulations of the NYSE to be considered independent directors and must have skills that are complementary to those of the existing Dana directors, and such Eaton\nNominees are subject to Dana’s prior approval, which may not be unreasonably withheld, conditioned or delayed. SpinCo has agreed to nominate the Eaton Nominees to stand for election to the Combined Company Board at each annual meeting held\nthrough the second annual meeting of the combined company’s stockholders following the Closing Date and to recommend that its stockholders vote in favor of the election of the Eaton Nominees at each such annual meeting. See “The\nTransaction Agreements—The Merger Agreement—Post-Closing Combined Company Board of Directors and Officers.”

Following the completion of the Transactions, management of the combined company is expected to include Byron S. Foster as\nChief Executive Officer, Timothy R. Kraus as Chief Financial Officer and Douglas H. Liedberg as Chief Legal Officer. Eaton’s Erin Rowse, Senior Vice President Human Resources, Industrial, is expected to serve as Chief Human Resources\nOfficer.

For information about the current directors of Dana who will serve on the Combined Company Board and the\nexecutive officers of the combined company following the completion of the Transactions, see “Management.”

Interests of Certain Persons in the Transactions

Interests of Eaton’s and SpinCo’s Directors and Executive Officers in the Transactions

Interests of Dana’s Directors and Executive Officers in the Transactions

Dana’s executive officers and directors hold equity-based awards under Dana’s stock plans that will be affected by\nthe Merger. Completion of the Merger may result in a change in control of Dana for purposes of certain compensation and benefits plans and the automatic vesting or conversion of certain Dana equity awards as described below. However, certain other\npayments and benefits described in this section generally would become payable only upon a qualifying termination of employment or other applicable triggering event. In considering the recommendation of the Dana board that Dana stockholders vote to\napprove the Merger Proposal, Dana stockholders should be aware that Dana’s directors and executive officers may have financial interests in the Transactions that may be different from, or in addition to, the interests of Dana stockholders\ngenerally, as more fully described below. In addition, by virtue of continuing to serve as directors or executive officers of the combined company following the completion of the Transactions, the Dana Nominees and certain of Dana’s executive\nofficers may have interests in the Transactions that are different from those of Dana’s stockholders generally, including interests arising from continued employment or service and the potential to receive compensation and benefits from the\ncombined company following the Transactions. The Dana board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Transactions, in approving the Merger Agreement and the\nTransactions and in recommending to Dana stockholders that they vote to approve the Merger Proposal. These interests are described and quantified in further detail in the narratives and tables below.

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The interests of Dana’s executive officers generally include the\nfollowing:

\n\n\n\n\n

•

potential severance payments and other benefits in the event of a qualifying termination of employment in\nconnection with or following the completion of the Transactions;

\n\n\n\n\n

•

potential accelerated vesting of certain outstanding Dana Rollover RSUs and Dana Rollover PSUs (each as\ndefined below) in the event of a qualifying termination of employment following the completion of the Transactions;

\n\n\n\n\n

•

the treatment of outstanding Dana Single-Trigger RSUs, Dana Single-Trigger PSUs and Dana Director RSUs in\naccordance with the Merger Agreement;

\n\n\n\n\n

•

accelerated payment of certain deferred compensation plans; and

\n\n\n\n\n

•

continued service as directors or executive officers of the combined company following completion of the\nTransactions.

As of the close of business on the Record Date, Dana’s directors and executive\nofficers beneficially owned, in the aggregate, 1,561,423 shares, or approximately 1.6%, of the outstanding shares of Dana common stock (including shares beneficially owned underlying Dana equity-based awards). For additional information\nregarding the beneficial ownership of Dana common stock by Dana’s directors and executive officers, see “Security Ownership of Certain Beneficial Owners, Directors and Executive Officers of Dana.”

The interests of Dana’s non-employee directors generally include the following:\n

\n\n\n\n\n

•

the automatic vesting of Dana Director RSUs immediately prior to the Merger; and

\n\n\n\n\n

•

continued service as directors of the combined company following completion of the Transactions, if\napplicable.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this\nsection, the following assumptions were used:

\n\n\n\n\n

•

the effective time of the Merger is on March 31, 2027, which is the assumed closing date solely for\npurposes of this transaction-related compensation disclosure;

\n\n\n\n\n

•

the relevant price per share of Dana common stock is $29.75, the average closing price over the first five\nbusiness days following the public announcement of the Transactions;

\n\n\n\n\n

•

each named executive officer is terminated by Dana without “cause” or resigns for “good\nreason,” in each case, immediately following the consummation of the Transactions; and

\n\n\n\n\n

•

the Merger Exchange Ratio equals one.

Treatment of Dana Equity Awards

Dana’s executive officers and directors hold equity-based awards under Dana’s stock plans that will be affected by\nthe Merger. At the time of the Merger:

\n\n\n\n\n

•

Each outstanding Dana restricted stock unit (“Dana RSU”) that was granted after 2024 and vests\nsolely based on continued service (each, a “Dana Rollover RSU”) will be converted into a restricted stock unit corresponding to a number of shares of the combined company’s common stock equal to the number of shares of Dana common\nstock subject to such RSU multiplied by the Merger Exchange Ratio, and will otherwise continue to be subject to the same terms and conditions as applied immediately prior to the Merger.

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\n\n\n\n\n

•

Each outstanding Dana RSU that was granted on or before December 31, 2024, or that otherwise is not a\nDana Rollover RSU (each, a “Dana Single-Trigger RSU”), will be fully vested as of immediately prior to the Merger and converted into the right to receive shares of the combined company’s common stock based on the Merger Exchange\nRatio.

\n\n\n\n\n

•

Each outstanding Dana performance stock unit (“Dana PSU”) that was granted after 2024 (each, a\n“Dana Rollover PSU”) will be converted into a performance-vesting restricted stock unit corresponding to a number of shares of the combined company’s common stock determined based on target performance, as set forth in the Merger\nAgreement, multiplied by the Merger Exchange Ratio, and will otherwise continue to be subject to the same time-based vesting conditions and performance-vesting conditions as modified by the Merger Agreement and schedules thereto. For Dana Rollover\nPSUs that were granted as Transformation Awards (under the applicable award agreements), performance will be determined following the end of the applicable performance period, subject to the stock price floor (if, and only if, such concept is\ndefined in the applicable award agreement), and based on the highest average fair market value of Dana common stock during any 20 consecutive trading days during the applicable performance period (or, for participants below Tiers 1–3, the\nclosing price of Dana common stock as of the trading day before the closing of the Merger, if higher). For Dana Rollover PSUs that were not granted as Transformation Awards, (a) Pre-Tax ROIC, Pre-Tax Unlevered Free Cash Flow, and Adjusted Free Cash Flow performance (as such terms are defined in the applicable award notification) shall be determined as of the end of the relevant performance period, based\non (i) actual performance for any performance period completed prior to the closing of the Merger and (ii) the greater of target or actual performance for any performance period ending after the closing of the Merger, and (b) Relative\nTSR (as defined in the applicable award notification) shall be determined based on the greater of the actual or target performance over the full applicable three-year performance period.

\n\n\n\n\n

•

Each outstanding Dana PSU that was granted on or before December 31, 2024, or that otherwise is not a\nDana Rollover PSU (each, a “Dana Single-Trigger PSU”), will be fully vested as of immediately prior to the Merger with performance measured based on (a) for any completed performance period, the greater of target or actual\nperformance and (b) for any open performance period, the greater of target or actual performance as measured as of the effective time of the Merger, and converted into the right to receive shares of the combined company’s common stock\nbased on the Exchange Ratio.

\n\n\n\n\n

•

Each outstanding restricted stock unit held by a non-employee director\nof the Dana board (each, a “Dana Director RSU”) will be fully vested as of immediately prior to the Merger, and all rights in respect thereof will be cancelled and converted into shares of Dana common stock, which will then be converted\ninto shares of the combined company’s common stock in the Merger.

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The table below sets forth, for each Dana executive officer, the aggregate\nnumber of shares of Dana common stock subject to outstanding Dana RSU and Dana PSU awards held by such executive officer assuming (a) as required under SEC rules, the closing price of a share of Dana common stock is $29.75 (the “Estimated\nClosing Value”), which is equal to the average closing price of a share of Dana common stock over the first five business days following the first public announcement of the entry into the Merger Agreement, (b) a closing date of\nMarch 31, 2027 (which is the assumed date of closing solely for purpose of the disclosure in this section), and (c) payout at maximum level of performance for each Dana PSU award. The actual value realized with respect to any Dana PSU\nawards and Dana RSU awards cannot be determined with any certainty until the awards are settled.


Name	Number of Shares Subject to Dana RSU Awards (#)		Number of Shares Subject to Dana PSU Awards (#)⁽¹⁾		Estimated Value of Accrued Dividend Equivalent Rights ($)	Estimated Value of Dana RSU Awards and Dana PSU Awards ($)⁽²⁾	Estimated Value of Dana RSU Awards and Dana PSU Awards and Accrued Dividend Equivalent Rights ($)
R. Bruce McDonald		244,657		—		87,521		7,234,018	7,321,539
Byron S. Foster		36,999		602,423		206,799		18,907,635	19,114,434
Timothy R. Kraus		48,579		516,743		219,040		16,716,460	16,935,500
Douglas H. Liedberg		25,127		263,264		112,063		8,527,672	8,639,735
Brian K. Pour		47,019		316,165		162,210		10,739,257	10,901,467

\n\n\n

(1)	Represents the number of shares subject to Dana PSU awards at 200%, 250% or 300% of target (as applicable),\nthe maximum level of performance.

\n\n\n

(2)	Represents the product of (a) the Estimated Closing Value and (b) the number of shares underlying\neach Dana PSU award (at maximum level of performance) or Dana RSU award, as applicable.

The following\nsets forth, for each Dana non-employee director, the aggregate number of shares of Dana common stock subject to outstanding Dana Director RSU awards held by such\nnon-employee director assuming (a) a closing date of March 31, 2027 (which is the assumed date of closing solely for purposes of the disclosure in this section) and (b) a price equal to the\nEstimated Closing Value. As of October 15, 2026 none of the Dana non-employee directors held Dana PSU awards.

Name

Number of Shares
Subject to Dana
Director RSU
Awards
(#)

Estimated Value of
Accrued Dividend
Equivalent Rights
($)

Estimated Value of
Dana Director
RSU Awards
($)⁽¹⁾

Estimated Value of
Dana Director
RSU Awards and
Accrued Dividend
Equivalent Rights
($)

Ernesto M. Hernández

—

Bridget E. Karlin

—

Nora E. LaFreniere

—

H. Olivia Nelligan

—

Diarmuid B. O’Connell

—

Michael J. Mack, Jr.

—

\n\n\n

(1)	Represents the product of (a) the Estimated Closing Value and (b) the number of shares underlying\neach Dana Director RSU award.

Dana Severance Plan and\nChange-of-Control Arrangements

Each Executive Officer participates in the Dana Incorporated Amended and Restated Change in Control Severance Plan (the\n“CIC Severance Plan”). Under the CIC Severance Plan, any participant who incurs a qualifying termination (as defined below) will be entitled to receive two times the sum of the individual’s salary and target bonus (three times the\nsum of his or her salary and his or her target bonus, in the case of Messrs.

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\nFoster and Kraus) for the year in which termination occurs. As of the termination date, each eligible executive officer will also be entitled to: (a) the full amount of any earned but unpaid\nbase salary through the date of termination plus a cash payment for all unused vacation time accrued; (b) a pro rata portion of his or her annual target bonus for the year in which termination occurs; (c) all equity awards will vest in\nfull (without regard to any performance criteria, if any) and become fully exercisable; (d) a lump-sum cash amount to allow, but not require, the employee to purchase additional coverage equal to a total\nof two years (three years for Mr. Foster) of subsidized health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); and (e) reasonable costs of outplacement services not to exceed $25,000\n($50,000 for Mr. Foster). Payments under the CIC Severance Plan are payable in a lump sum subject to execution of a release of claims against Dana. For purposes of the CIC Severance Plan, “qualifying termination” generally means\n(a) an executive’s involuntary termination of employment with Dana during the 24-month period (36 months in the case of Mr. Foster) following a “change in control” other than a\ntermination by reason of death, “disability” or for “cause” or (b) an executive’s resignation of employment with Dana during such period for “good reason” (each as defined in the CIC Severance Plan).\nNotwithstanding the terms of the CIC Severance Plan, outstanding Dana PSUs held by Executive Officers will vest pursuant to the terms set forth in the Merger Agreement and related schedules, as described above under “Treatment of Dana Equity\nAwards”, upon a qualifying termination.

The CIC Severance Plan includes a “best net” provision\nproviding that the executive officer’s payments and benefits will be either capped at the safe harbor amount to avoid the imposition of excise taxes under Code Section 4999 or paid in full subjecting them to possible excise tax liability,\nwhichever provides the better after-tax benefit to the executive.

Retention Program

Under the Merger Agreement, Dana may establish a retention program in the aggregate amount of up to $5.0 million to\npromote retention and to incentivize efforts to consummate the Merger and to ensure a successful and efficient integration process. Allocations from this program may be made to any employee of Dana (including the executive officers). As of the date\nof this proxy statement/prospectus, there are no agreements or arrangements regarding allocation of awards from the retention program to any of the executive officers, and no such allocations to executive officers from this pool are expected.

Post-Closing Positions

By virtue of continuing to serve as directors or executive officers of the combined company following the completion of the\nTransactions, certain of Dana’s directors and executive officers may have interests in the Transactions that are different from those of Dana’s stockholders generally, including interests arising from continued service and the potential\nto receive compensation and benefits from the combined company following the Transactions. R. Bruce McDonald, Dana’s current Executive Chairman, is expected to serve as Executive Chairman of the Combined Company Board following the completion\nof the Transactions. In addition, pursuant to the Merger Agreement, the members of management of the combined company following the completion of the Transactions are expected to include, among others, Byron S. Foster as Chief Executive Officer,\nTimothy R. Kraus as Chief Financial Officer and Douglas H. Liedberg as Chief Legal Officer. For a complete list of the post-closing executive officers and biographical information regarding the directors and executive officers of the\ncombined company, see “Management.”

Indemnification and Insurance

The Merger Agreement provides that, for six years after the Merger, the combined company will cause the surviving corporation\nto indemnify and hold harmless Dana’s present and former directors and officers in respect of acts or omissions occurring at or prior to the Merger to the fullest extent permitted by the DGCL or any other applicable law or provided under\nDana’s organizational documents as in effect on the date of the Merger Agreement. In addition, the combined company will cause to be maintained for six years after the merger

178

\nprovisions in Dana’s organizational documents regarding elimination of liability of directors, indemnification and advancement of expenses that are no less advantageous than those in\nexistence on the date of the Merger Agreement.

No Tax Gross-Up

The consummation of the Transactions may result in a change in ownership or control of Dana for purposes of Section 280G\nof the Code, in which case certain of Dana’s named executive officers may receive payments in connection with the Transactions that could constitute “excess parachute payments” within the meaning of Section 280G(b)(1) of the\nCode. Dana has represented in the Merger Agreement that neither Dana nor any of its subsidiaries has any obligation to provide any current or former employee, director, officer or independent contractor with a\ngross-up, indemnification, reimbursement, make-whole or other payment for any excise or additional taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to\nthe failure of any payment to be deductible under Section 280G of the Code. Accordingly, the amounts in the tax reimbursement column of the table below are expected to be zero.

No Other Benefits

Other than as set forth above, the directors and executive officers of Dana will receive no extra or special benefit that is\nnot shared on a pro rata basis by all other Dana stockholders in connection with the Transactions.

Quantification of Potential Payments and\nBenefits

In accordance with Item 402(t) of Regulation S-K, the table\nbelow, entitled “Golden Parachute Compensation,” along with its footnotes, shows the compensation that could become payable to Dana’s named executive officers and that is based on or otherwise relates to the Transactions. The table\nassumes that the consummation of the Merger occurs on March 31, 2027 and each named executive officer incurs a qualifying termination on such date. The amounts indicated below are estimates of the amounts that would be payable to the named\nexecutive officers. Such estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this document. Some of the assumptions are based on information not currently available and, as a result, the\nactual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below.

Golden\nParachute Compensation


Name	Cash ($)⁽¹⁾		Equity ($)⁽²⁾		Pension/ NQDC ($)⁽³⁾	Perquisites/ Benefits ($)⁽⁴⁾	Tax Reimbursement ($)⁽⁵⁾		Total ($)
R. Bruce McDonald		3,033,333		7,321,539		89,547		55,766		—	10,500,185
Byron S. Foster		7,958,333		19,114,434		376,796		114,461		—	27,564,024
Timothy R. Kraus		5,218,667		16,935,500		1,278,467		67,974		—	23,500,608
Douglas H. Liedberg		2,528,050		8,639,735		2,367,194		52,183		—	13,587,162
Brian K. Pour		2,573,317		10,901,467		125,690		67,974		—	13,668,448

\n\n\n

(1)

As described above under “—Dana Severance Plan and Change-of-Control Arrangements,” upon a qualifying termination of employment in connection with or following the completion of the Transactions, each named executive officer may have the right to\nreceive certain cash severance payments. Amounts shown reflect the estimated lump-sum cash severance payments pursuant to the CIC Severance Plan and the Merger Agreement, payable in the event the named\nexecutive officer experiences a qualifying termination as described above. These payments are double-trigger because they will only be payable in the event of a qualifying termination, which means a termination of employment without\n“cause” or a resignation for “good reason,” during the applicable period. Cash severance amounts include: (a) two times the sum of the

179

\n\n\n

\nindividual’s salary and target bonus (three times the sum of his or her salary and his or her target bonus, in the case of Messrs. Foster and Kraus) for the year in which termination\noccurs, (b) a pro rata portion of the executive’s annual target bonus for the year in which termination occurs (assuming a termination date on the Closing Date); and (c) any accrued but unpaid vacation pay, as set forth below. Under\nSection 280G of the Internal Revenue Code and the best net approach, each executive would be better served paying the excise tax than having amounts reduced to the 280G limit.


Name	Cash Severance ($)		Prorated Bonus ($)⁽²⁾		Target Bonus ($)	Accrued Vacation ($)
R. Bruce McDonald		1,400,000		175,000		1,400,000	58,333
Byron S. Foster		3,000,000		375,000		4,500,000	83,333
Timothy R. Kraus		2,472,000		206,000		2,472,000	68,667
Douglas H. Liedberg		1,302,000		130,200		1,041,600	54,250
Brian K. Pour		1,288,000		136,850		1,094,800	53,667

\n\n\n

(2)

Amounts shown reflect the potential value that each named executive officer could receive in connection with\naccelerated vesting and cancellation and cash-out of unvested Dana RSUs and Dana PSUs, including all dividend equivalents accrued or credited with respect thereto, as a result of the Merger and pursuant to the\nCIC Severance Plan. These amounts do not include any value in respect of Dana Single-Trigger RSUs or Dana Single-Trigger PSUs, all of which will be fully vested prior to the expected Closing Date, except for the 2024\nsign-on award granted to Mr. Pour, which is reflected in the above. These amounts are “double-trigger” benefits and become accelerated in full in the event of a qualifying termination under\nthe CIC Severance Plan. The estimated amount of each such payment is set forth in the table below. Amounts in this column are calculated using the assumed price per share of Dana common stock described above and, where applicable, assume the Merger\nExchange Ratio equals one.


Name	Value of Dana RSU Awards ($)		Value of Dana PSU Awards ($)		Value of Accrued Dividend Equivalent Rights ($)
R. Bruce McDonald		7,234,018		0		87,521
Byron S. Foster		1,093,986		17,813,648		206,799
Timothy R. Kraus		1,436,384		15,280,076		219,040
Douglas H. Liedberg		742,955		7,784,716		112,063
Brian K. Pour		1,390,258		9,348,999		162,210

\n\n\n

(3)

Represents the estimated value of any pension or nonqualified deferred compensation benefits that may become\npayable or may be enhanced in connection with the Merger or a qualifying termination of employment, including, as applicable, benefits under the Dana Savings Restoration Plan and the Dana Limited Supplemental Executive Retirement Plan.\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Name	Amounts Paid under Restoration Plan ($)		Amounts Paid under SERP ($)
R. Bruce McDonald		89,547		—
Byron S. Foster		376,796		—
Timothy R. Kraus		1,278,467		—
Douglas H. Liedberg		1,040,150		1,327,044
Brian K. Pour		125,690		—

\n\n\n

(4)	Amounts shown reflect (a) a lump-sum cash amount equal to two\nyears (three years for Mr. Foster) of subsidized COBRA health insurance coverage and (b) the maximum $25,000 ($50,000 for Mr. Foster)

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\n\n\n

\nreimbursement for outplacement services, in each case, provided under the CIC Severance Plan. These amounts are double-trigger benefits, as set forth below.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Name	Stipend for Continued Health Benefit Coverage ($)		Outplacement Services ($)
R. Bruce McDonald		30,766		25,000
Byron S. Foster		64,461		50,000
Timothy R. Kraus		42,974		25,000
Douglas H. Liedberg		27,183		25,000
Brian K. Pour		42,974		25,000

\n\n\n

(5)	Represents the estimated value of any tax reimbursement or gross-up\npayments payable in connection with the Merger. As described above under “—No Tax Gross-Up,” amounts in this column are expected to be zero.

Effects of the Distribution and the Merger on Eaton Equity Awards Held by Mobility Business Employees

The Employee Matters Agreement provides for the treatment of Eaton equity incentive awards held by SpinCo Participants (as\ndefined below) that are outstanding as of immediately prior to the Distribution Time.

Only the Eaton equity incentive\nawards held by SpinCo Participants that are outstanding as of immediately prior to the Distribution Time will be assumed by SpinCo and converted into SpinCo equity incentive awards as described below. All other Eaton equity incentive awards,\nincluding those held by current and former Eaton employees, will remain Eaton equity incentive awards on their existing terms, with the number of shares subject to such awards determined by multiplying (a) the number of equity incentive awards\nheld by the applicable employees immediately prior to the Distribution Date by (b) a fraction, (i) the numerator of which is the closing sale price of Eaton shares of common stock (the\n“Pre-Distribution Eaton Price”) and (ii) the denominator of which is the two-day volume-weighted average price of Eaton shares of common stock, in each\ncase of (i) and (ii), on the New York Stock Exchange during the first and second trading days immediately following the Distribution (as traded on the “regular way” market) as reported by Bloomberg L.P. or any successor thereto (the\n“Eaton Equity Award Conversion Ratio”). The Closing will not result in a “change in control” for purposes of the Eaton equity incentive awards.

Treatment of Eaton Time-Based RSUs

Prior to the Distribution, Eaton restricted stock units (“RSUs”) that are subject to service-based vesting\nrequirements (“Eaton Time-Based RSUs”) and held by SpinCo Employees or a beneficiary, dependent or alternate payee thereof (“SpinCo Participants”) will be converted pursuant to Eaton’s equity incentive plans into SpinCo\nRSUs subject to service-based vesting requirements (“SpinCo Time-Based RSUs”). The SpinCo Time-Based RSUs generally will remain subject to substantially the same terms, vesting conditions and other restrictions applicable to the\ncorresponding Eaton Time-Based RSUs immediately prior to the Distribution, and the number of SpinCo Time-Based RSUs will be determined by multiplying (a) the number of Eaton Time-Based RSUs held by the SpinCo Participants immediately prior to\nthe Distribution Date by (b) a fraction, (i) the numerator of which is the Pre-Distribution Eaton Price and (ii) the denominator of which is the two-day\nvolume-weighted average price of SpinCo shares of common stock on the New York Stock Exchange during the first and second trading days immediately following the Distribution (as traded on the “regular way” market) as reported by\nBloomberg L.P. or any successor thereto (“SpinCo VWAP,” and such fraction, the “SpinCo Equity Award Conversion Ratio”), rounded up to the nearest whole unit.

Treatment of Eaton Performance-Based RSUs

Prior to the Distribution, Eaton’s RSUs that are subject to performance-based and service-based vesting requirements (the\n“Eaton Performance-Based RSUs”) and held by SpinCo Participants will be converted,

181

\neffective as of the Distribution, into SpinCo Time-Based RSUs, with the number of such SpinCo Time-Based RSUs based on (a) the number of Eaton Performance-Based RSUs held by the SpinCo\nParticipants immediately prior to the Distribution Date, with performance vesting conditions deemed achieved as described below, multiplied by (b) the SpinCo Equity Award Conversion Ratio, rounded up to the nearest whole unit. Such SpinCo\nTime-Based RSUs generally will remain subject to substantially the same terms and restrictions applicable to the corresponding Eaton Performance-Based RSUs immediately prior to the Distribution, other than performance-based vesting conditions, and\nwill remain subject to service-based vesting through the end of the original three-year performance period.

For purposes\nof converting Eaton Performance-Based RSUs held by SpinCo Participants, if the Distribution Date occurs on or after January 1, 2027, performance vesting conditions will be deemed achieved based on the greater of target performance and actual\nperformance for the pro-rata portion of the performance period through December 31, 2026, and target performance for the remainder of the original performance period.

Treatment of Eaton Vested Options

Prior to the Distribution, option awards with respect to shares of Eaton Ordinary Shares (“Eaton Options”) held by\nSpinCo Participants that are vested as of the Distribution Date will remain Eaton Options, with the number of such Eaton Options adjusted by multiplying (a) the number of such Eaton Options held by the SpinCo Participants immediately prior to\nthe Distribution Date and (b) the Eaton Equity Award Conversion Ratio, and the exercise price of such Eaton Options adjusted by dividing (i) the exercise price of such Eaton Options held by the SpinCo Participants immediately prior to the\nDistribution Date by (ii) the Eaton Equity Award Conversion Ratio. Each such Eaton Option held by a SpinCo Participant will remain exercisable for the lesser of one year or the remaining term of such Eaton Option, unless the SpinCo Participant\nis retirement eligible, in which case the Eaton Option will remain exercisable for its remaining term.

Treatment of Eaton Unvested\nOptions

Prior to the Distribution, Eaton Options held by SpinCo Participants that are unvested and have an exercise\nprice below the Pre-Distribution Eaton Price as of the Distribution Date will be converted pursuant to Eaton’s equity incentive plans into SpinCo Time-Based RSUs. Such SpinCo Time-Based RSUs generally\nwill remain subject to substantially the same vesting conditions applicable to the corresponding Eaton Options immediately prior to the Distribution Date, and the number of SpinCo Time-Based RSUs will be based on the intrinsic value of the Eaton\nOptions divided by the SpinCo VWAP, rounded down to the nearest whole unit. Eaton Options held by SpinCo Participants that are unvested and have an exercise price equal to or above the Pre-Distribution Eaton\nPrice as of the Distribution Date will be canceled immediately prior to the Distribution Date for no consideration.

Treatment of\nEquity Awards on a Qualifying Termination

If, within 24 months following the Distribution Date, a SpinCo\nEmployee’s employment is terminated by SpinCo, any of its affiliates or any successor to SpinCo without Cause (as defined in the applicable Eaton equity incentive plan), or the SpinCo Employee resigns for Good Reason (as defined in the\napplicable Eaton equity incentive plan), the SpinCo Employee’s outstanding SpinCo equity awards will accelerate and vest on the date of such termination.

Accounting Treatment of the Mergers

182

\nidentifying the acquiring entity in a combination effected through an exchange of equity interests, all pertinent facts and circumstances must be considered, including, but not limited to, the\nfollowing:

\n\n\n\n\n

•

\n\n\n\n\n

•

\n\n\n\n\n

•

The relative voting interests in the combined company after the Merger. Upon the completion of the\nMerger, Eaton shareholders that receive shares of SpinCo common stock in the Distribution will own, in the aggregate, 50.1% of the shares of Dana common stock issued and outstanding immediately after giving effect to the Merger and pre-Merger holders of Dana common stock will own 49.9% of the issued and outstanding shares of Dana common stock, in each case, on a fully diluted basis. In addition, the stockholder bases of both Eaton and Dana are\ndispersed such that no single shareholder, or group of related shareholders, will hold a controlling interest in Dana following the Merger.

\n\n\n\n\n

•

Relative size of combining entities. Net sales for the year ended December 31, 2025 were\n$7,500 million and $3,140 million for Dana and the Mobility Business, respectively. Dana’s total assets, excluding discontinued operations, were $6,056 million as of June 30, 2026. The Mobility Business’s total assets\nwere $3,830 million as of June 30, 2026.

After considering all pertinent facts, reviewing the\ncriteria outlined in ASC 805 and conducting the relevant analysis, Dana has concluded that it is the accounting acquirer in the Merger. Dana’s conclusion is primarily based on the fact that (i) eight of eleven individuals comprising the\ncombined company’s board of directors following the Mergers will be selected by Dana; (ii) the current executive chairman, chief executive officer and chief financial officer of Dana are expected to continue in the same capacities for the\ncombined company after the Mergers; (iii) Dana’s relative size, on the basis of net sales and total assets, is significantly larger than SpinCo; and (iv) the combined company’s name will remain Dana Incorporated, the ticker symbol\nwill continue to be Dana’s current ticker and the headquarters of the combined entity will be Dana’s existing headquarters. The above facts are deemed to outweigh the fact that the pre-Merger\nholders of shares of Eaton Ordinary Shares that receive shares of SpinCo common stock in the Merger will in the aggregate own a majority of Dana common stock on a fully diluted basis and associated voting rights after the Merger. Eaton’s\nelection to distribute the shares of SpinCo common stock in an Exchange Offer (including any Clean-Up Spin-Off) or by way of a\npro-rata distribution does not impact Dana’s analysis of the accounting treatment of the Mergers. As a result of the identification of Dana as the accounting acquirer, Dana will record the business\ncombination in its financial statements and will apply the acquisition method to account for the acquired assets and assumed liabilities of the Mobility Business upon consummation of the Mergers. Dana expects to recognize a substantial amount of\ngoodwill and other intangible assets as a result of the business combination.

Regulatory Approvals

183

\nconsent, authorization, waiver, license, order, waiting period expiration, approval, permit, exemption, or clearance from any third party, which are necessary or advisable to be obtained in order\nto consummate the Mergers or any of the other transactions contemplated by the Merger Agreement; and to provide notice to each other and lift any restraint, injunction or other legal bar to the Mergers, subject to certain limitations. See “The\nTransaction Agreements—The Merger Agreement—Regulatory Matters.”

Under the HSR Act, the Mergers may not\nbe completed until the parties have filed notification and report forms with the DOJ and the FTC, and the statutory waiting period of 30 calendar days has expired. Dana and Eaton filed the requisite notification and report forms on June 25,\n2026. The waiting period under the HSR Act expired at 11:59pm, Eastern Time, on July 27, 2026. The expiration or earlier termination of any HSR Act waiting period would not preclude the DOJ or the FTC from challenging the Mergers on antitrust\ngrounds or from seeking to preliminarily or permanently enjoin the Mergers. Neither Dana nor Eaton believes that the Mergers will violate federal antitrust laws, but there can be no guarantee that the DOJ or the FTC will not take a different\nposition. If the Mergers are not completed within twelve (12) months after the expiration or earlier termination of the applicable HSR Act waiting period, Dana and Eaton will be required to submit new information to the DOJ and the FTC, and a\nnew HSR Act waiting period will have to expire or be earlier terminated before the Mergers could be completed.

In\naddition to clearance under the HSR Act, the Mergers are subject to approvals or the expiration of waiting periods under applicable competition laws in Argentina, Brazil, Canada, China, Colombia, the European Union, Mexico, Morocco and Ukraine, and\nunder applicable foreign investment laws in France and Italy. The United Kingdom will be deemed a relevant antitrust jurisdiction in the event that, prior to the Closing, the Competition and Markets Authority, following the submission of a briefing\npaper, requests that the parties submit a merger notice under the Enterprise Act 2002 or opens a merger investigation. The required filings in each applicable jurisdiction were submitted prior to or on July 17, 2026.

Rights of Appraisal

None of Eaton’s or SpinCo’s shareholders will be entitled to exercise appraisal or dissenters’ rights under\nthe DGCL in connection with the Restructuring, the Distribution (including with respect to the Exchange Offer, or if not fully subscribed, the Clean-Up Spin-Off) or the\nMergers. Dana stockholders will not be entitled to appraisal or dissenter’s rights under the DGCL in connection with the Mergers.

Listing

SpinCo has agreed to use reasonable best efforts to cause the shares of SpinCo common stock to be issued\nin the Merger and distributed in the Distribution to be approved for listing on the NYSE under the ticker symbol “DAN.” Dana has agreed to reasonably cooperate with the combined company’s NYSE listing application and to promptly\nprovide such information and take such actions as may be reasonably necessary to satisfy NYSE listing requirements. It is a condition to the obligation of the parties to consummate the Mergers that the shares of SpinCo common stock to be distributed\npursuant to the Distribution and issued pursuant to the Merger have been approved for listing on the NYSE, subject to official notice of issuance.

In addition, prior to the Mergers, Dana has agreed to use its reasonable best efforts to cause the delisting of Dana common\nstock from the NYSE and the deregistration of Dana common stock under the Exchange Act as promptly as practicable after the Mergers.

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THE TRANSACTION AGREEMENTS

The Merger Agreement

The following is a summary of the material provisions of the Merger Agreement. The summary is qualified in its entirety by the\nMerger Agreement, which is included as Annex A to this proxy statement/prospectus and is incorporated by reference herein. Stockholders of Dana and shareholders of Eaton are urged to read the Merger Agreement in its entirety. This summary of the\nMerger Agreement has been included to provide Dana stockholders and Eaton shareholders with information regarding its terms. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary\nor any other information included in this proxy statement/prospectus. This summary is not intended to provide any other factual information about Dana, Merger Sub, Eaton, Eaton Ohio or SpinCo. Information about Dana, Merger Sub, Eaton, Eaton Ohio\nand SpinCo can be found elsewhere in this proxy statement/prospectus and in the documents incorporated by reference into this proxy statement/prospectus.

The Merger Agreement contains representations and warranties of Dana that are solely for the benefit of Eaton, SpinCo and\nMerger Sub, and representations and warranties of Eaton (including with respect to itself and SpinCo) that are solely for the benefit of Dana. The assertions embodied in those representations and warranties are qualified by information in\nconfidential disclosure letters that the parties have exchanged in connection with signing the Merger Agreement as of a specified date. Moreover, the representations and warranties in the Merger Agreement were made solely for the benefit of the\nother parties to the Merger Agreement and were used for the purpose of allocating risk among the respective parties. Therefore, stockholders should not treat them as categorical statements of fact. Moreover, these representations and warranties may\napply standards of materiality in a way that is different from what may be material to stockholders and were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement and are subject to\nmore recent developments. Accordingly, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement, and stockholders should read the representations and warranties in the\nMerger Agreement not in isolation but only in conjunction with the other information about Dana and Eaton and their subsidiaries that the respective companies include in this proxy statement/prospectus and in other reports and statements they file\nwith the SEC. Pursuant to the Second Letter Agreement, following completion of the Merger, the parties will effect the Second Merger.

The Mergers\n

Under the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into\nDana. As a result of the Merger, the separate existence of Merger Sub will cease and Dana will continue as the surviving corporation and as a direct wholly owned subsidiary of SpinCo. In accordance with the DGCL, Dana will succeed to and assume all\nthe rights, powers and privileges and be subject to all of the obligations of Merger Sub. Under the Second Letter Agreement and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), immediately\nfollowing the Effective Time and as part of the same overall transaction, Dana will merge with and into Second Merger Sub. As a result of the Second Merger, the separate existence of Dana will cease and Second Merger Sub will continue as the\nsurviving entity and as a direct wholly owned subsidiary of SpinCo.

In connection with the Merger, the certificate of\nincorporation of Dana will, by virtue of the Merger, be amended and restated in its entirety in the form set forth in the Merger Agreement. The parties will take all actions necessary so that the bylaws of Merger Sub in effect immediately prior to\nthe Effective Time will be the bylaws of Dana. In connection with the Second Merger, Dana will no longer survive, and the organizational documents of Second Merger Sub will survive following the Second Merger.

Under the terms of the Merger Agreement, the directors and officers of the surviving corporation following the Merger will be\nthose designated in writing by Dana prior to the Effective Time. At the effective time of the Second Merger, the certificate of formation and limited liability company agreement of Second Merger Sub as in\n

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\neffect immediately prior thereto will be the certificate of formation and limited liability company agreement of Second Merger Sub as the surviving entity of the Second Merger, and the officers\nof Second Merger Sub will be the officers of the surviving entity of the Second Merger.

Closing; Effective Times

Under the terms of the Merger Agreement and the Second Letter Agreement, the closing of the Mergers will take place on the\nDistribution Date and promptly following the Distribution Time after the conditions set forth in the Merger Agreement (other than those conditions, including the consummation of the Distribution, that are to be satisfied or by their nature may only\nbe satisfied at or immediately prior to the closing, but subject to the satisfaction of all such conditions by or at the closing) have been satisfied or, to the extent permitted by applicable law, waived, unless another date, time or place is agreed\nto in writing by Eaton and Dana.

Pursuant to the Second Letter Agreement, immediately following completion of the Merger\nand as part of the same overall transaction, the parties will effect the Second Merger.

On the Closing Date, SpinCo and\nMerger Sub will file a Certificate of Merger with the Secretary of State of the State of Delaware. Following the Effective Time, Second Merger Sub will cause a certificate of merger with respect to the Second Merger to be duly filed with the\nSecretary of State of the State of Delaware, and the Second Merger will become effective at the time such certificate of merger is filed or at such later time as may be specified therein, which will be on the Closing Date immediately after the\nEffective Time.

Merger Consideration

The Merger Agreement provides that, at the Effective Time, each issued and outstanding share of Dana common stock (other than\nshares held by Dana as treasury stock or by Eaton or any subsidiary of Eaton) will be converted into the right to receive a number of fully paid and nonassessable shares of SpinCo common stock equal to the Merger Exchange Ratio. The “Merger\nExchange Ratio” is one, subject to certain adjustments to reflect an applicable stock split, stock dividend or distribution.

Pursuant to an adjustment provision in the Merger Agreement, in the event that immediately after the Effective Time, the\npercentage of outstanding SpinCo common stock received by holders of Eaton Ordinary Shares pursuant to the Distribution would be less than 50.1% of all the stock of SpinCo, the aggregate number of shares of SpinCo common stock to be issued or\nexchanged (as applicable) in the Distribution will be increased such that the number of shares of SpinCo common stock received by shareholders of Eaton equals 50.1% (the “Distribution True-Up\nAdjustment”). At this time, the parties cannot quantify the number of additional shares of SpinCo common stock that would be issued to Eaton shareholders under the adjustment provision, if any, as such number would vary depending upon the\ncircumstances that caused the application of the adjustment provision. There is no cap on the maximum level of dilution to the pre-Merger stockholders of Dana that could result from application of the\nadjustment provision. However, if such an increase is required, except if required by certain actions taken by Dana or its affiliates, the amount of the SpinCo Cash Payment distributed pursuant to the Separation Agreement will be decreased by an\namount equal to the product of the closing price per share of Dana common stock on the trading day immediately prior to the Distribution, multiplied by the number of additional shares of SpinCo common stock required to be issued pursuant to such\nadjustment.

No fractional shares of SpinCo common stock will be issued in connection with the Merger. All fractional\nshares of SpinCo common stock that a holder of Dana common stock would otherwise be entitled to receive as a result of the Merger will be aggregated and sold by the Distribution Agent on the NYSE. The Distribution Agent will make available the\nproceeds to such holders of Dana common stock, without interest.

At the Second Merger Effective Time, by virtue of the\nSecond Merger, all shares of Dana capital stock outstanding immediately prior to the Second Merger Effective Time, with Dana being the surviving corporation of the Merger, will be converted into and canceled in exchange for 100% of the limited\nliability company interests of Second Merger Sub. The limited liability company interests of Second Merger Sub outstanding

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\nimmediately prior to the Second Merger Effective Time will be unaffected by the Second Merger and will remain outstanding, and all such interests will be held by SpinCo.

Distributions With Respect to SpinCo Common Stock After the Effective Time

No dividends or other distributions declared or made with respect to SpinCo common stock with a record date after the Effective\nTime will be paid or otherwise delivered to the former holders of Dana common stock with respect to any SpinCo common stock that cannot be distributed promptly after the Effective Time, whether due to a legal impediment to such distribution or\notherwise.

Subject to the effect of applicable laws, following the distribution of any previously undistributed SpinCo\ncommon stock after the Effective Time, there will be paid to the record holder of such SpinCo common stock, without interest: (a) at the time of the distribution, to the extent not previously paid, the amount of cash payable in lieu of\nfractional shares of SpinCo common stock to which such holder is entitled and the amount of dividends or other distributions with a record date after the effective time of the Merger theretofore paid with respect to such whole shares of SpinCo\ncommon stock and (b) at the appropriate payment date, the amount of dividends or other distributions with a record date after the effective time of the Merger but prior to the distribution of such SpinCo common stock and a payment date\nsubsequent to the distribution of such SpinCo common stock.

Appraisal Rights

In accordance with Section 262 of the DGCL, no appraisal rights will be available to holders of Dana common stock or Eaton Ordinary Shares\nin connection with the Mergers.

Termination of Distribution Funds

Any portion of the Distribution funds made available to the distribution agent that remains undistributed to the former holders\nof Dana common stock on the one-year anniversary of the effective time of the Merger will be delivered to SpinCo, and any former holders of Dana common stock who as of such time have not received SpinCo common\nstock will thereafter look only to SpinCo for payment of their claim for SpinCo common stock and any dividends, distributions or cash in lieu of fractional shares with respect to SpinCo common stock.

Post-Closing Governance Matters

The Merger Agreement provides that the parties will take all action necessary such that, at the effective time of the Merger,\nthe name of SpinCo will be “Dana Incorporated” and the trading symbol for SpinCo common stock will be “DAN.”

The Merger Agreement provides that, as of the effective time of the Merger, the Combined Company Board will consist of the\nDana Nominees and the Eaton Nominees. The Eaton Nominees must meet the requirements under the rules and regulations of the NYSE to be considered independent directors of the Combined Company Board and will have skills that are complementary to those\nof the existing Dana directors, and are otherwise subject to Dana’s prior approval, which will not be unreasonably withheld, conditioned or delayed. SpinCo will nominate the Eaton Nominees to stand for election to the Combined Company Board at\neach annual meeting held through the second annual meeting of the SpinCo stockholders following the Closing Date and will recommend that its stockholders vote in favor of the election of the Eaton Nominees at each such annual meeting.

R. Bruce McDonald will serve as Executive Chairman of the Combined Company Board following the effective time of the Merger.\nFollowing the effective time of the Merger, Byron S. Foster will be the Chief Executive Officer of SpinCo and Timothy R. Kraus will be the Chief Financial Officer of the combined company.

As soon as practicable following the Effective Time, the Combined Company Board will form an Integration & Synergy\nRealization Committee, which will be chaired by a director of the combined company designated by Eaton prior to or as of the Effective Time.

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Employee Benefits

The Merger Agreement provides that following the closing of the Merger and until (a) if the Closing Date is on or before\nApril 1, 2027, December 31, 2027, or (b) if the Closing Date is after April 1, 2027, the 12-month anniversary of the Closing Date (or, in each case, if earlier, the employment termination\ndate of the applicable employee), each employee of SpinCo and Dana who remains employed following the Effective Time (the “Continuing Employees”) will continue to be provided with the same base salary or hourly wage rate, target annual\ncash bonus opportunities that are no less favorable than provided immediately prior to the Effective Time, long-term incentive opportunities that are no less favorable than those provided to similarly situated employees of Dana and, with respect to\nother compensation and benefit plans (subject to customary exceptions), continued participation in such plans that are maintained by the surviving corporation that are substantially similar in the aggregate to the compensation and benefit plans\n(subject to the same customary exceptions) provided to the Continuing Employees immediately prior to the Effective Time, except that the terms and conditions of employment of any employee covered by any applicable collective bargaining agreement or\nsubject to laws that, in either case, provide for more favorable employment terms, such terms will govern.

The Merger\nAgreement also provides that Continuing Employees will remain eligible to receive the severance payments and benefits applicable to such Continuing Employee immediately prior to the Effective Time for a period of up to the 12-month anniversary of the Closing Date, subject to the execution of a release of claims.

Additionally, the Merger Agreement provides that each party will use reasonable best efforts to waive any pre-existing conditions and limitations and eligibility periods under any group health plans with respect to such party’s Continuing Employees, use reasonable best efforts to give the other party’s\nContinuing Employees credit for the plan year in which the Effective Time occurs (or the plan year in which such Continuing Employee first becomes eligible to participate in the applicable plan) towards applicable deductions and out-of-pocket limits for medical expenses and give the other party’s Continuing Employees service credit for service prior to the Effective Time except for benefit\naccrual under defined benefit pension plans, for purposes of qualifying for subsidized early retirement benefits (unless otherwise required under applicable law), under any plan that is frozen, grandfathered or closed to new participants or to the\nextent it would result in duplication of benefits.

Stockholders’ Meeting

Under the terms of the Merger Agreement, Dana is required to, as soon as practicable following the effectiveness of this proxy\nstatement/prospectus, duly call and give notice of and convene and hold a meeting of its stockholders for the purpose of seeking the approval of Dana stockholders for the Merger and the Merger Agreement.

Notwithstanding any Dana Change of Recommendation (as defined below), unless the Merger Agreement is validly terminated in\naccordance with its terms, the obligations of the parties will continue in full force and effect, and the Merger will be submitted to the stockholders of Dana for approval at the Dana stockholders’ meeting whether or not the Dana board has\neffected a Dana Change of Recommendation or any Competing Proposal (as defined below) has been publicly proposed, announced or otherwise submitted to Dana or any of its representatives. Dana will not be required to hold the Dana stockholders’\nmeeting if the Merger Agreement is validly terminated.

Representations and Warranties

In the Merger Agreement, Eaton (including with respect to SpinCo) has made representations and warranties to Dana relating to\nEaton, SpinCo and the Mobility Business, and Dana has made representations and warranties to Eaton, SpinCo and Merger Sub relating to Dana and its business, each relating to, among other things:

\n\n\n\n\n

•

organization, good standing and qualification;

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\n\n\n\n\n

•

capital structure;

\n\n\n\n\n

•

corporate authority and approval;

\n\n\n\n\n

•

governmental filings; no violations;

\n\n\n\n\n

•

reports and financial statements;

\n\n\n\n\n

•

absence of certain changes;

\n\n\n\n\n

•

litigation and liabilities;

\n\n\n\n\n

•

compliance with laws; licenses; anti-corruption laws; import and export laws;

\n\n\n\n\n

•

material contracts;

\n\n\n\n\n

•

property;

\n\n\n\n\n

•

employee benefits;

\n\n\n\n\n

•

labor matters;

\n\n\n\n\n

•

environmental matters;

\n\n\n\n\n

•

taxes;

\n\n\n\n\n

•

intellectual property;

\n\n\n\n\n

•

insurance;

\n\n\n\n\n

•

takeover statutes;

\n\n\n\n\n

•

brokers and finders;

\n\n\n\n\n

•

proxy statement; SpinCo registration statements; and

\n\n\n\n\n

•

financing.

Eaton also made representations and warranties to Dana relating to the sufficiency of the SpinCo Assets, affiliate matters and\nproduct liability. Dana also made representations and warranties to Eaton relating to the Dana board’s unanimous approval of the Merger Agreement and the transactions contemplated thereby, the receipt by the Dana board of the opinion of\nDana’s financial advisor and the required vote of Dana’s stockholders.

Many of the representations and\nwarranties contained in the Merger Agreement are subject to a “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate,\nhas or would reasonably be expected to have a material adverse effect on Dana or SpinCo, as applicable), knowledge qualifications, or both, and none of the representations and warranties will survive the Effective Time. The Merger Agreement does not\ncontain any post-closing indemnification obligations with respect to these matters, however, Dana has obtained a representations and warranties insurance policy.

Under the Merger Agreement, a material adverse effect means, with respect to Dana, any change, event, occurrence, state of\nfacts, condition, circumstance, development or effect that, individually or in the aggregate, has, or would reasonably be expected to have, a material adverse effect on the properties, assets, liabilities, business, operations, results of operations\nor financial condition of Dana and the Dana subsidiaries, taken as a whole. A SpinCo Material Adverse Effect means any change, event, occurrence, state of facts, condition, circumstance, development or effect that, individually or in the aggregate,\nhas, or would reasonably be expected to have, a material adverse effect on the properties, assets, liabilities, business, operations, results of operations or financial condition of SpinCo and the SpinCo subsidiaries, taken as a whole.

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However, with respect to both Dana and SpinCo, none of the following, either\nalone or in combination, will be deemed either to constitute, or be taken into account in determining whether there is, a material adverse effect:

\n\n\n\n\n

•

any changes in the economy, commodity, credit or financial markets or political, regulatory or business\nconditions in the United States or any other countries in which Dana or SpinCo, as applicable, has material operations;

\n\n\n\n\n

•

any changes that are the result of factors generally affecting the industries in which Dana or SpinCo, as\napplicable, operates;

\n\n\n\n\n

•

any changes in GAAP or in any law, including the repeal thereof, or in the official interpretation thereof,\nafter the date of the Merger Agreement;

\n\n\n\n\n

•

any failure by Dana or SpinCo, as applicable, to meet any internal or public projections or forecasts or\nestimates of revenues or earnings (provided that the underlying causes of such failure may be taken into account);

\n\n\n\n\n

•

any acts of war (whether or not declared), civil disobedience, hostilities, sabotage (other than\ncyberattacks), terrorism, military actions or the escalation of any of the foregoing, any hurricane, flood, tornado, earthquake or other catastrophic weather or natural disaster, or any outbreak of illness or other public health event or any other\nforce majeure event;

\n\n\n\n\n

•

any actions taken or omitted to be taken pursuant to the express requirements of the Merger Agreement or with\nthe other party’s prior written consent;

\n\n\n\n\n

•

the public announcement or pendency or consummation of the transactions contemplated by the Merger Agreement;\nand

\n\n\n\n\n

•

any decline in the market price, or change in trading volume, of the shares of Dana common stock or Eaton\nOrdinary Shares, as applicable, on the NYSE (provided that the underlying causes of such decline or change may be taken into account).

Notwithstanding the foregoing, the exclusions described in the first, second, third and fifth bullets above will not be\nexcluded from a potential material adverse effect finding to the extent that such effect disproportionately adversely affects Dana and its subsidiaries, or SpinCo and its subsidiaries, as applicable, compared to other companies of similar size\noperating in the industries in which they conduct their business.

Conduct of Business Pending the Mergers

Each of the parties to the Merger Agreement has undertaken to comply with covenants in the Merger Agreement that place\nrestrictions on it and its subsidiaries until the Effective Time. In general, each of Dana and Eaton (with respect to SpinCo and the Mobility Business) has agreed that, during the period between signing and closing (the “Interim\nPeriod”), except (a) as otherwise required or expressly contemplated by the Merger Agreement or the other Transaction Documents, (b) as the other party may approve in writing (such approval not to be unreasonably withheld,\nconditioned or delayed), (c) as required by applicable law or (d) as set forth in the applicable party’s confidential disclosure letter, subject to certain agreed exceptions, it will use its reasonable best efforts to conduct its\noperations in the ordinary course of business and, to the extent consistent therewith, will use its reasonable best efforts to preserve its business organizations intact and maintain existing relations and goodwill with governmental authorities,\ncustomers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of its present employees and agents.

In addition, Dana has agreed that, subject to certain exceptions set forth in the Merger Agreement (such as exceptions for\ncertain actions in the ordinary course of business or below certain monetary thresholds), during the Interim Period, except (a) as otherwise required or expressly contemplated by the Merger Agreement or the other Transaction Documents,\n(b) as Eaton may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (c) as required by law or (d) as set forth in the corresponding subsection of

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\nDana’s confidential disclosure letter, Dana will not, and will not permit its subsidiaries to, take any of the following actions:

\n\n\n\n\n

•

adopt, make or propose any change in Dana’s organizational documents;

\n\n\n\n\n

•

acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any\nmaterial amount of assets, securities, properties, interests or businesses;

\n\n\n\n\n

•

issue, sell, pledge, dispose of, grant, transfer, encumber or authorize the issuance, sale, pledge,\ndisposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of capital stock of Dana or any of its subsidiaries (other than repurchases of shares of Dana common stock to which Eaton has consented, such as in the Share\nBuyback Side Letter as described under “Additional Agreements Related to the Separation and the Mergers—Share Buyback Side Letter”);

\n\n\n\n\n

•

make any material loans, advances, guarantees or capital contributions to or investments in any person;\n

\n\n\n\n\n

•

declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or\notherwise, with respect to any capital stock of Dana or any of its subsidiaries;

\n\n\n\n\n

•

reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of\nthe capital stock of Dana or any of its subsidiaries;

\n\n\n\n\n

•

incur any indebtedness for borrowed money, issue any debt securities, or guarantee the indebtedness of another\nperson;

\n\n\n\n\n

•

make any material changes with respect to financial accounting policies or procedures, except as required by\nGAAP;

\n\n\n\n\n

•

compromise, settle or agree to settle any actions or investigation;

\n\n\n\n\n

•

transfer, sell, lease, license, mortgage, pledge, surrender, encumber or grant any lien, divest, cancel,\nabandon or allow to lapse or expire or otherwise dispose of any material assets, rights, properties or businesses;

\n\n\n\n\n

•

adopt, enter into, amend or increase the benefits under any benefit plan, or grant any increase in\ncompensation or severance pay to any Dana service provider;

\n\n\n\n\n

•

materially change any actuarial or other assumptions used to calculate funding obligations with respect to any\nERISA plan in which Dana service providers participate that is required by law to be funded or materially change the manner in which contributions to such plans are made or the basis on which such contributions are determined;

\n\n\n\n\n

•

become a party to, establish, adopt, amend, commence participation in, modify, extend, negotiate or terminate\nany Dana labor agreement or recognize or certify any labor union or group of employees as the bargaining representative for any employees of Dana or its subsidiaries;

\n\n\n\n\n

•

implement or announce any employee layoffs, furloughs, reductions in force, plant closings, reductions in\ncompensation or other similar actions that could trigger notice obligations under the WARN Act;

\n\n\n\n\n

•

waive or release any noncompetition, nonsolicitation, nondisclosure or other restrictive covenant obligations\nof any current or former employee or independent contractor;

\n\n\n\n\n

•

issue any additional awards under the Dana stock plan or modify or waive the terms of any outstanding equity\nawards or the related stock plan;

\n\n\n\n\n

•

terminate or fail to use reasonable best efforts to renew any Dana material contract (as defined in the Merger\nAgreement) or modify, amend, waive, release or assign any material rights or claims thereunder, or enter into any Contract that would have been a Dana material contract were it in effect as of the date of the Merger Agreement;

\n\n\n\n\n

•

adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization or\nother material reorganization;

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\n\n\n\n\n

•

enter into any new line of business other than any line of business that is reasonably ancillary to and a\nreasonably foreseeable extension of any line of business of Dana as of the date of the Merger Agreement;

\n\n\n\n\n

•

knowingly take or omit to take any action if such action or failure to act would be reasonably likely to\nprevent or impede the Merger or the other transactions contemplated by the Merger Agreement and the other Transaction Documents from qualifying for the intended tax treatment;

\n\n\n\n\n

•

except as required by applicable law or in the ordinary course of business, (A) change or rescind any tax\nelection that is material to the members of the SpinCo Group, taken as a whole, (B) change any method of tax accounting, which change is material to the members of the SpinCo Group, taken as a whole, (C) amend any tax return with respect\nto an amount of taxes that is material to the members of the SpinCo Group, taken as a whole, (D) settle or resolve any tax controversy that is material to the members of the SpinCo Group, taken as a whole, (E) surrender any right to claim\na refund of taxes that is material to the members of the SpinCo Group, taken as a whole, or (F) enter into any closing agreement or similar agreement with any tax authority in respect of an amount of taxes that is material to the members of the\nSpinCo Group, taken as a whole; provided, in each of clauses (A) through (F), only to the extent such action would reasonably be expected to have a material adverse impact on the tax liabilities of SpinCo or any of the SpinCo subsidiaries after\nthe Merger; or

\n\n\n\n\n

•

agree, commit, arrange, authorize, resolve or enter into any understanding to do any of the foregoing.\n

Eaton has additionally agreed that, during the Interim Period, except (a) as otherwise required or\nexpressly contemplated by the Merger Agreement or the other Transaction Documents, (b) as contemplated by or reasonably necessary in connection with the Restructuring, (c) as Dana may approve in writing (such approval not to be\nunreasonably withheld, conditioned or delayed), (d) as required by law or (e) as set forth in the corresponding subsection of Eaton’s confidential disclosure letter, Eaton and SpinCo and their subsidiaries will use their reasonable best\nefforts to manage the working capital of the Mobility Business in the ordinary course of business consistent with past practice and will use reasonable best efforts to deliver the Mobility Business at the closing with a normalized level of working\ncapital.

In addition, Eaton has agreed that, subject to certain exceptions set forth in the Merger Agreement (such as\nexceptions for certain actions in the ordinary course of business or below certain monetary thresholds), during the Interim Period, except (a) as otherwise required or expressly contemplated by the Merger Agreement or the other Transaction\nDocuments, (b) as contemplated by or reasonably necessary in connection with the Restructuring, (c) as Dana may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (d) as required by law or\n(e) as set forth in the corresponding subsection of Eaton’s confidential disclosure letter, Eaton will not and will not permit SpinCo or its subsidiaries (after giving effect to the Restructuring) to, in each case with respect to the\nMobility Business, take any of the following actions:

\n\n\n\n\n

•

adopt, make or propose any change in any SpinCo entity’s organizational documents;\n

\n\n\n\n\n

•

acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any\nmaterial amount of assets, securities, properties, interests or businesses;

\n\n\n\n\n

•

issue, sell, pledge, dispose of, grant, transfer, encumber or authorize the issuance, sale, pledge,\ndisposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of capital stock of a SpinCo entity or securities convertible into or exchangeable or exercisable for any shares of such capital stock;

\n\n\n\n\n

•

make any material loans, advances, guarantees or capital contributions to or investments in any person;\n

\n\n\n\n\n

•

declare, set aside, make or pay any dividend or other distribution with respect to any capital stock of a\nSpinCo entity;

\n\n\n\n\n

•

reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of\nthe capital stock of a SpinCo entity;

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\n\n\n\n\n

•

incur any indebtedness for borrowed money, issue any debt securities, or guarantee the indebtedness of another\nperson;

\n\n\n\n\n

•

make any material changes with respect to financial accounting policies or procedures, except as required by\nGAAP;

\n\n\n\n\n

•

compromise, settle or agree to settle any actions or investigation;

\n\n\n\n\n

•

\n\n\n\n\n

•

adopt, enter into, amend or increase the benefits under any benefit plan or grant any increase in compensation\nor severance pay to any SpinCo service provider;

\n\n\n\n\n

•

materially change any actuarial or other assumptions used to calculate funding obligations with respect to any\nERISA plan in which SpinCo service providers participate that is required by law to be funded or materially change the manner in which contributions to such plans are made or the basis on which such contributions are determined;\n

\n\n\n\n\n

•

become a party to, establish, adopt, amend, commence participation in, modify, extend, negotiate or terminate\nany SpinCo labor agreement or recognize or certify any labor union or group of employees as the bargaining representative for any employees of any SpinCo entity;

\n\n\n\n\n

•

\n\n\n\n\n

•

waive or release any noncompetition, nonsolicitation, nondisclosure or other restrictive covenant obligations\nof any current or former employee or independent contractor;

\n\n\n\n\n

•

modify the job duties of a SpinCo employee such that they would no longer be a SpinCo employee, or any other\nemployee of Eaton such that they would be considered a SpinCo employee;

\n\n\n\n\n

•

issue any additional awards under the Eaton long-term incentive plans or modify or waive the terms of any\noutstanding equity awards or the related Eaton long-term incentive plans;

\n\n\n\n\n

•

terminate or fail to use reasonable best efforts to renew any SpinCo material contract (as defined in the\nMerger Agreement) or modify, amend, waive, release or assign any material rights or claims thereunder, or enter into any contract that would have been a SpinCo material contract were it in effect as of the date of the Merger Agreement;\n

\n\n\n\n\n

•

adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization or\nother material reorganization;

\n\n\n\n\n

•

enter into any new line of business other than any line of business that is reasonably ancillary to and a\nreasonably foreseeable extension of any line of business of SpinCo as of the date of the Merger Agreement;

\n\n\n\n\n

•

\n\n\n\n\n

•

except as required by applicable law or in the ordinary course of business, (A) change or rescind any tax\nelection that is material to Dana and its subsidiaries, taken as a whole, (B) change any method of tax accounting, which change is material to Dana and its subsidiaries, taken as a whole, (C) amend any tax return with respect to an amount\nof taxes that is material to Dana and its subsidiaries, taken as a whole, (D) settle or resolve any tax controversy that is material to Dana and its subsidiaries, taken as a whole, (E) surrender any right to claim a refund of taxes that is\nmaterial to Dana and its subsidiaries, taken as a whole, or (F) enter into any closing agreement or similar agreement with any tax authority in

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\n\n\n

\nrespect of an amount of taxes that is material to Dana and its subsidiaries, taken as a whole; provided, in each of clauses (A) through (F), only to the extent such action would reasonably\nbe expected to have a material adverse impact on the tax liabilities of SpinCo or any of the SpinCo subsidiaries after the Merger; or

\n\n\n\n\n

•

agree, commit, arrange, authorize, resolve or enter into any understanding to do any of the foregoing.\n

Tax Matters

The Merger Agreement contains certain additional representations, warranties and covenants relating to the preservation of the\nintended tax treatment of the Transactions. Additional representations, warranties and covenants relating to the intended tax treatment of the Transactions are also contained in the Tax Matters Agreement. Indemnification for taxes generally is\ngoverned by the terms, provisions and procedures described in the Tax Matters Agreement. See “Additional Agreements Related to the Separation and the Mergers—Tax Matters Agreement.”

SEC Filings

Dana, Eaton\nand SpinCo have agreed to jointly prepare and file with the SEC a proxy statement, registration statements for both the Distribution and the Merger and, if the Distribution is effected in whole or in part as an Exchange Offer, Eaton will prepare and\nfile a tender offer statement on Schedule TO. Dana, Eaton and SpinCo have agreed to cooperate in the preparation of such filings and have agreed to use their reasonable best efforts to have the registration statements declared effective by the SEC\nas promptly as practicable after such filing.

Regulatory Matters and Antitrust Approvals

Dana and Eaton have each agreed to use reasonable best efforts to take, or cause to be taken, all reasonable actions, and to\ndo, or cause to be done, all reasonable things necessary to consummate and make effective the Mergers and the transactions contemplated by the Transaction Documents as soon as practicable (and in any event no later than the Outside Date), including\nobtaining all required regulatory approvals, including using reasonable best efforts to prepare and file all forms, registrations, petitions, notices, and filings required to be made to consummate the Mergers and the other transactions contemplated\nby the Merger Agreement; to take all reasonable actions to avoid or eliminate each and every impediment to Closing, including obtaining any material consent, authorization, waiver, license, order, waiting period expiration, approval, permit,\nexemption or clearance from any third party, which are necessary or advisable to be obtained in order to consummate the Mergers or any of the other transactions contemplated by the Merger Agreement; and to provide notice to each other and lift any\nrestraint, injunction or other legal bar to the Mergers, subject to certain limitations.

Under the HSR Act, the Mergers\nmay not be completed until the parties have filed notification and report forms with the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the United States Federal Trade Commission (“FTC”), and the\nstatutory waiting period of 30 calendar days has expired. Dana and Eaton filed the requisite notification and report forms on June 25, 2026, and the HSR Act waiting period expired at 11:59pm Eastern Time on July 27, 2026. The expiration or\nearlier termination of any HSR Act waiting period would not preclude the DOJ or the FTC from challenging the Mergers on antitrust grounds or from seeking to preliminarily or permanently enjoin the Mergers. Neither Dana nor Eaton believes that the\nMergers will violate federal antitrust laws, but there can be no guarantee that the DOJ or the FTC will not take a different position. If the Mergers are not completed within twelve months after the expiration or earlier termination of the\napplicable HSR Act waiting period, Dana and Eaton will be required to submit new information to the DOJ and the FTC, and a new HSR Act waiting period will have to expire or be earlier terminated before the Mergers could be completed.

In addition to clearance under the HSR Act, the Mergers are subject to approvals or the expiration of waiting periods under\napplicable competition laws in Argentina, Brazil, Canada, China, Colombia, the European Union,

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\nMexico, Morocco and Ukraine, and under applicable foreign investment laws in France and Italy. The United Kingdom will be deemed a relevant antitrust jurisdiction in the event that, prior to\nthe Closing, the Competition and Markets Authority, following the submission of a briefing paper, requests that the parties submit a merger notice under the Enterprise Act 2002 or opens a merger investigation.

No Solicitation

The Merger Agreement contains provisions restricting each of Eaton’s and Dana’s ability to seek an alternative\ntransaction.

Dana Non-Solicit

Dana has agreed that it and its subsidiaries will cease, and use reasonable best efforts to cause its representatives to cease,\nany discussions or negotiations with any person (other than Eaton or its affiliates) that may be ongoing with respect to a Competing Proposal (defined below), or any proposal that would reasonably be expected to lead to a Competing Proposal, and\nwill promptly request that each such person return or destroy any confidential information that has been provided in any such discussions or negotiations, and, if applicable, will terminate any data or other diligence access previously granted. Dana\nhas also agreed that it will not, and will cause its subsidiaries and will use its reasonable best efforts to cause its representatives not to, directly or indirectly:

\n\n\n\n\n

•

initiate, solicit or knowingly encourage any inquiries regarding or the making of any proposal or offer that\nconstitutes, or would reasonably be expected to lead to, any Competing Proposal;

\n\n\n\n\n

•

engage in, continue or otherwise participate in any discussions or negotiations regarding, or that would\nreasonably be expected to lead to, a Competing Proposal, or provide any information or data to any person in connection with the foregoing;

\n\n\n\n\n

•

knowingly facilitate any effort or attempt to make a Competing Proposal; or

\n\n\n\n\n

•

resolve or agree to do any of the foregoing;

provided, however, that prior to but not after the time that the Dana stockholder approval of the Merger Agreement is obtained, Dana may\n(a) provide information in response to a request therefor by a person who has made an unsolicited bona fide written Competing Proposal that did not result from a breach of the non-solicit, and afford\naccess to the business, properties, assets, books, records and personnel of Dana and its subsidiaries to such person and its representatives, if the person enters into an acceptable confidentiality agreement, or (b) engage or otherwise\nparticipate in any discussions or negotiations with any person who has made such an unsolicited bona fide written Competing Proposal that did not result from a breach of the non-solicit, if in the case of each\nof clause (a) and clause (b), (i) prior to taking any such action, the Dana board determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with the directors’ duties\nunder applicable law and (ii) the Dana board has determined in good faith and after consultation with its outside legal counsel and financial advisor that such Competing Proposal either constitutes a Superior Proposal (defined below) or could\nreasonably be expected to lead to a Superior Proposal.

The Merger Agreement provides that the term “Competing\nProposal” means, other than the transactions contemplated by the Merger Agreement, any proposal or offer from a third party relating to (a) a merger, scheme of arrangement, reorganization, sale of assets, share exchange, consolidation,\nbusiness combination, recapitalization, dissolution, liquidation, or similar transaction involving Dana or (b) any acquisition by any

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\nperson or group, in each case of clauses (a) and (b), which result in, or any proposal or offer which if consummated would result in, any person or group becoming the beneficial owner,\ndirectly or indirectly, in one or a series of related transactions, of 20% or more of the total voting power of Dana common stock, or 20% or more of the total assets taken as a whole.

The Merger Agreement provides that the term “Superior Proposal” means an unsolicited bona fide written Competing\nProposal (except with references therein to “20%” replaced by “50%”) made by a third party which did not result from a breach of the non-solicit, and which, in the good faith judgment\nof the Dana board after consultation with its outside financial and legal advisors, taking into account the various legal, financial and regulatory aspects of such Competing Proposal, (a) if accepted, is reasonably likely to be consummated in\naccordance with its terms and conditions and (b) if consummated, would result in a transaction that is more favorable to Dana’s stockholders, from a financial point of view, than the Merger and the other transactions contemplated by the\nMerger Agreement, and after taking into account all adjustments or modifications to the terms and conditions thereof irrevocably agreed to in writing by Eaton in response to such Superior Proposal.

Under the Merger Agreement, Dana must promptly (and in any event no later than twenty-four hours) notify Eaton of the receipt\nof (a) any Competing Proposal or written indication by any person that is reasonably likely to lead to a Competing Proposal, (b) any request for non-public information relating to Dana or its\nsubsidiaries relating to, or from any person that has indicated in writing that such person is reasonably likely to make, a Competing Proposal (other than requests for information in the ordinary course of business and unrelated to a Competing\nProposal) or (c) any inquiry or request for discussions or negotiations regarding any Competing Proposal, which notice must include the identity of the person making such request, inquiry or Competing Proposal and a copy of such request,\ninquiry or Competing Proposal (or a reasonable detailed description of the material terms if no copy is available). Dana must keep Eaton reasonably informed on a reasonably prompt basis (and in any event no later than twenty-four hours after the\noccurrence of any material changes or developments) of the status of any such request, inquiry or Competing Proposal, and any other material developments, discussions and negotiations with respect thereto, including promptly furnishing copies of any\nwritten inquiries, material correspondence and draft documentation and definitive agreements. Dana agrees that, subject to applicable restrictions under applicable law, it will promptly provide to Eaton any\nnon-public information concerning Dana or its subsidiaries that Dana provides to any third party in connection with any Competing Proposal which was not previously provided to Eaton and SpinCo.

Eaton Non-Solicit

Eaton has agreed to cease, and cause its subsidiaries and instruct and use reasonable best efforts to cause its and its\nsubsidiaries’ representatives to cease, any discussions or negotiations with any person (other than Dana or its affiliates) that may be ongoing with respect to a SpinCo Proposal, or any proposal that would reasonably be expected to lead to a\nSpinCo Proposal (defined below). Eaton also agreed to promptly request that any person previously provided with confidential information in connection with any SpinCo Proposal prior to the date of the Merger Agreement return or destroy any\nconfidential information provided in discussions or negotiations and, if applicable, to terminate any data or other diligence access previously granted to such persons relating to a SpinCo Proposal. From the date of the Merger Agreement until the\nearlier to occur of (a) the termination of the Merger Agreement and (b) the Effective Time, Eaton will not, and will cause its subsidiaries and will instruct and use reasonable best efforts to cause its and its subsidiaries’\nrepresentatives not to, directly or indirectly:

\n\n\n\n\n

•

initiate, solicit or knowingly encourage any inquiries or the making of any proposal from or on behalf of a\nthird party relating to any acquisition (whether by merger, purchase of interests, purchase of assets or otherwise), exclusive license, joint venture, partnership, recapitalization, liquidation, dissolution or other transaction involving any portion\nof the business or assets of the Mobility Business that, individually or in the aggregate, constitutes 20% or more of the net revenues, net income or assets of the Mobility Business (taken as a whole) (any such proposal, a “SpinCo\nProposal”), or any proposal or offer that would reasonably be expected to lead to a SpinCo Proposal;

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\n\n\n\n\n

•

engage in, continue or otherwise participate in any discussions or negotiations regarding, or that could\nreasonably be expected to lead to, a SpinCo Proposal, or provide any information or data to any person in connection with the foregoing;

\n\n\n\n\n

•

knowingly facilitate any effort or attempt to make a SpinCo Proposal; or

\n\n\n\n\n

•

resolve or agree to do any of the foregoing;

provided, that nothing in the Merger Agreement will limit Eaton’s ability to pursue or engage in any transaction\nrelating to substantially all of the business of Eaton and its subsidiaries, taken as a whole (as opposed to solely the Mobility Business), so long as such transaction (a) would not reasonably be expected to impact in any material and adverse\nmanner the members of the SpinCo Group or Mobility Business and (b) would not reasonably be expected to interfere with, prevent or materially impair or delay Eaton’s ability to comply with its obligations under the Merger Agreement and\nthe Separation Agreement or to consummate the transactions contemplated thereby.

Board Recommendation

Dana has agreed in the Merger Agreement that, prior to obtaining the Dana stockholder approval of the Merger Agreement, the\nDana board will not:

\n\n\n\n\n

•

withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or\nmodify), in a manner adverse to Eaton, the Dana board recommendation;

\n\n\n\n\n

•

adopt, authorize, approve, recommend or otherwise declare advisable, or publicly propose to adopt, authorize,\napprove, recommend or otherwise declare advisable, any Competing Proposal;

\n\n\n\n\n

•

if a Competing Proposal has been publicly announced, fail to publicly make a statement recommending against\nany such Competing Proposal within ten business days after the initial request in writing by Eaton following such public announcement to do so or, if requested by Eaton, after any material amendment, revision or change to the terms of any such\npreviously publicly disclosed Competing Proposal have been made public (or subsequently withdraw, change, amend, modify or qualify (or publicly propose to do so), in a manner adverse to Eaton, such recommendation against such Competing Proposal); or\n

\n\n\n\n\n

•

fail to include the Dana board recommendation to approve the Merger Agreement in the Dana proxy statement;\n

(any of the foregoing, a “Dana Change of Recommendation”).

Except as expressly permitted by the Merger Agreement, Dana will not cause or permit Dana or any of its subsidiaries to enter\ninto any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (other than an acceptable confidentiality agreement) (an “Alternative Acquisition\nAgreement”) relating to any Competing Proposal.

Prior to obtaining the Dana stockholder approval of the Merger\nAgreement, the Dana board may (A) make a Dana Change of Recommendation in response to an Intervening Event (defined below) or (B) make a Dana Change of Recommendation or authorize Dana to terminate the Merger Agreement to enter into a\ndefinitive written agreement with respect to a Superior Proposal, if:

\n\n\n\n\n

•

in the case of a Superior Proposal, the Dana board has determined in good faith, after consulting with its\nfinancial advisor and outside legal counsel, that the Competing Proposal received constitutes a Superior Proposal;

\n\n\n\n\n

•

the Dana board determines in good faith, after consultation with its outside legal counsel, that the failure\nto take such action would be inconsistent with the directors’ fiduciary duties under applicable law;

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\n\n\n\n\n

•

the Dana board provides Eaton five business days’ prior written notice of its intention to take such\naction and the basis thereof, including in the case of a Superior Proposal, the terms and conditions of such Superior Proposal, and in the case of an Intervening Event, a description of such Intervening Event;

\n\n\n\n\n

•

during the five business day period following such written notice, Dana negotiates with Eaton in good faith\nshould Eaton propose to make amendments or other revisions to the terms and conditions of the Merger Agreement; and

\n\n\n\n\n

•

at the end of the five business day period, the Dana board concludes in good faith, after consulting with its\noutside legal counsel, that a failure to make a Dana Change of Recommendation continues to be inconsistent with the directors’ fiduciary duties under applicable law.

Any material amendments or other material revisions to any Competing Proposal will be deemed to be a new Competing Proposal\nand any material change in the event, occurrence or facts constituting an Intervening Event will require a new written notice and a new notice period; provided, however, that any such new notice period will be reduced to two business days.

Under the Merger Agreement, the term “Intervening Event” means a material event, fact, development or occurrence\nwith respect to Dana and its subsidiaries or the business of Dana and its subsidiaries, in each case taken as a whole, that is neither known, nor reasonably foreseeable by the Dana board as of the date of the Merger Agreement or, if known and\nreasonably foreseeable by the Dana board as of the date of the Merger Agreement, the material consequences of which were neither known nor reasonably foreseeable by the Dana board as of the date of the Merger Agreement; provided that any event,\nfact, development or occurrence that involves or relates to a Competing Proposal or a Superior Proposal will not be deemed to constitute an Intervening Event.

Financing

In connection\nwith its entry into the Merger Agreement and the Separation Agreement, SpinCo and Dana entered into the Bridge Commitment Letter and the Engagement and Commitment Letter (together, the “Commitment Letters”), which provide for the\nfinancing of the Transactions. The anticipated material terms of the Financing are described in more detail under “Debt Financing Arrangements.”

The Merger Agreement provides that SpinCo and Dana must, and will cause their respective subsidiaries to, use reasonable best\nefforts to (a) maintain in effect the Commitment Letters, (b) comply with the obligations that are set forth in the Commitment Letters that are applicable to SpinCo (or, if applicable, any SpinCo subsidiary party to the Commitment Letters)\nor Dana, as applicable, and satisfy on a timely basis all conditions precedent in the Commitment Letters that are within the control of SpinCo (or, if applicable, any SpinCo subsidiary party to the Commitment Letters) or Dana, as applicable,\n(c) fully enforce the rights of SpinCo (or, if applicable, any SpinCo subsidiary party to the Commitment Letters) under the Commitment Letters and Dana, as applicable and (d) assist with the renewal, replacement, backstopping, cash\ncollateralization, termination or other similar customary arrangements in connection with any outstanding letters of credit, bank guarantees, performance bonds or similar instruments for the account of SpinCo and its subsidiaries at or prior to\nclosing as may be reasonably requested by Dana in connection with the Merger.

If any funds in the amounts set forth in\nthe Commitment Letters or the Financing Agreements (as defined below), or any portion thereof, become unavailable on the terms and conditions contemplated in the Commitment Letters or the Financing Agreements, Eaton, SpinCo and Dana will, and will\ncause their respective subsidiaries to, use reasonable best efforts to arrange to obtain promptly any such portion from the same or alternative sources, in an aggregate amount sufficient, when added to the portion of the Financing that is available,\nto allow SpinCo to make the SpinCo Cash Payment and Dana to consummate the Dana Refinancing, and to obtain a new financing commitment that provides for such financing, provided that certain conditions set forth in the Merger Agreement are satisfied.\n

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Neither SpinCo nor Dana will, without the prior written consent of the other\nparty, amend, modify, supplement, restate, substitute, replace, terminate or agree to any waiver under the Commitment Letters.

Each of Eaton, SpinCo and Dana has agreed to, and to cause its respective subsidiaries and representatives to, cooperate and\nuse reasonable best efforts to cause to be taken the arrangement and consummation of the Financing, including, as applicable, by (a) negotiating definitive agreements with respect thereto, on the terms and conditions contained in the Commitment\nLetters or on such other terms as are reasonably acceptable to Eaton, SpinCo and Dana and that are not materially less favorable in the aggregate to SpinCo or Dana than those in the Bridge Commitment Letter as in effect on the date of the Merger\nAgreement (the “Financing Agreements”); (b) participation in, and assistance with, the marketing efforts related to the Financing, including causing its respective management team, with appropriate seniority and expertise, and other\nrepresentatives and advisors to assist in preparation for and to participate in a reasonable number of meetings, conference calls, road shows, presentations, due diligence sessions, drafting sessions and sessions with the lenders thereto and rating\nagencies, in each case, upon reasonable notice and at agreeable dates and times mutually agreed between Eaton, SpinCo and Dana, (c) as promptly as reasonably practicable, providing (i) such information regarding the Mobility Business as is\ncustomary in connection with the Financing and (ii) the Required Financial Statements (as defined in the Merger Agreement), (d) assisting the lenders thereto in the preparation of (i) syndication documents and materials, including bank\ninformation memoranda (confidential and public), lender and investor presentations, offering memoranda, exchange offer documentation, private placement memoranda, prospectuses and similar documents (including, in each case, using reasonable best\nefforts to procure permission for the use of industry reports and data referenced therein) for the Financing as applicable and (ii) materials for rating agency presentations, and similar documents in connection with the Financing, and\n(e) requesting that its independent accountants provide, and using reasonable best efforts to cause them to provide (including by delivering customary representation letters), customary comfort letters (including “negative\nassurance” comfort), customary agreed upon procedures letters (if required) and unqualified consents for use of their reports, on customary terms and consistent with customary practice in connection with the Financing.

Expenses

Except as\notherwise expressly provided in the Merger Agreement, all expenses incurred by the parties thereto will be borne solely by such party that has incurred such expenses, whether or not the Merger is consummated.

If the Merger is consummated, (a) all expenses of printers utilized by the parties thereto in connection with printing\nand mailing the registration statements and, if applicable, the Schedule TO (“Printing Fees”), (b) all SEC filing fees relating to the transactions contemplated by the Merger Agreement (“SEC Filing Fees”), (c) all filing fees\npayable to any governmental authority with respect to the filings of any required notices under the HSR Act or other competition law, foreign investment laws or any other regulatory approvals (“Regulatory Filing Fees”), and (d) all\nexpenses related to the Financing, in each case, will be borne 100% by SpinCo.

All expenses relating to a delayed\ntransfer or conveyance of any asset or acceptance or assumption of any liability pursuant to certain sections of the Separation Agreement, in each case, which would have been a transaction expense borne by Eaton if incurred at or prior to the\nconsummation of the transactions, will be borne 100% by Eaton.

In the case of a termination of the Merger Agreement,\n(a) all Printing Fees, (b) all SEC Filing Fees, (c) all Regulatory Filing Fees and (d) all expenses related to the Financing, in each case, will be borne equally by Eaton and Dana, in each case, except where termination of the\nMerger Agreement is due to a breach by one of the parties, in which case such fees will be borne by the breaching party.

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Certain Other Covenants and Agreements

The Merger Agreement contains certain other covenants and agreements, including covenants (with certain exceptions specified in\nthe Merger Agreement) relating to:

\n\n\n\n\n

•

access to each of Dana’s and SpinCo’s representatives and assets and to all existing books,\nrecords, work papers and other documents and related information;

\n\n\n\n\n

•

SpinCo’s indemnification of each present and former director and officer of Dana and SpinCo (and their\nrespective subsidiaries) for six years after the Effective Time;

\n\n\n\n\n

•

advance consent requirements for public announcements concerning the Merger Agreement and the Transactions;\n

\n\n\n\n\n

•

Section 16 matters;

\n\n\n\n\n

•

the Exchange Offer;

\n\n\n\n\n

•

the listing of the SpinCo common stock issued in the Merger on the NYSE and deregistration of Dana common\nstock;

\n\n\n\n\n

•

confidentiality;

\n\n\n\n\n

•

the Royal Precision Purchase Agreement;

\n\n\n\n\n

•

Eaton’s obligations to cause SpinCo and Merger Sub to perform their obligations under the Merger\nAgreement and the Separation Agreement;

\n\n\n\n\n

•

Eaton’s delivery of the sole shareholder approvals for SpinCo and Merger Sub;

\n\n\n\n\n

•

the resignation of certain officers and directors of SpinCo;

\n\n\n\n\n

•

the completion of works council notification and consultation processes;

\n\n\n\n\n

•

the negotiation of the Transition Services Agreement and certain commercial arrangements;\n

\n\n\n\n\n

•

the identification of Eaton names used in the Mobility Business;

\n\n\n\n\n

•

IT systems separation and migration; and

\n\n\n\n\n

•

certain intellectual property covenants relating to trademarks and existing agreements.

Conditions to the Merger

The obligations of the parties to the Merger Agreement to consummate the Merger are subject to the fulfillment (or, to the\nextent permitted by applicable law, written waiver by Eaton and Dana) at or prior to the closing of the Merger, of each of the following conditions:

\n\n\n\n\n

•

the expiration or termination of any applicable waiting period under the HSR Act, and the receipt of all other\nrequired regulatory approvals;

\n\n\n\n\n

•

the consummation of the Restructuring and the Distribution in accordance with the Separation Agreement;\n

\n\n\n\n\n

•

the effectiveness of the SpinCo registration statements, and the absence of any stop order or actions seeking\na stop order with respect thereto, and the expiration of any applicable offer period or notice period under stock exchange rules or securities laws in connection with the Distribution;

\n\n\n\n\n

•

the approval for listing on the NYSE of the SpinCo common stock to be distributed pursuant to the Distribution\nand issued pursuant to the Merger;

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\n\n\n\n\n

•

the approval of the Merger Agreement by Dana stockholders will have been obtained, in accordance with\napplicable law and the rules and regulations of the NYSE; and

\n\n\n\n\n

•

the absence of any law enacted (in any jurisdiction where any of Eaton, SpinCo or Dana conduct non de minimis\noperations or own non de minimis amounts of assets) or governmental order issued by a governmental authority that has the effect of restraining, enjoining or prohibiting the Restructuring, the Distribution or the Merger.

Eaton’s, SpinCo’s and Merger Sub’s obligations to consummate the Mergers are subject to the fulfillment (or,\nto the extent permitted by applicable law, waiver by Eaton), at or prior to the closing of the Mergers, of each of the following additional conditions:

\n\n\n\n\n

•

Dana will have performed in all material respects all obligations and complied in all material respects with\nall covenants required by the Merger Agreement to be performed or complied with at or prior to the closing;

\n\n\n\n\n

•

the accuracy of Dana’s representations and warranties set forth in the Merger Agreement, generally both\nas of the date of the Merger Agreement and as of the Closing, subject to certain specified materiality standards;

\n\n\n\n\n

•

the receipt by Eaton of the Eaton Tax Opinions from Eaton Tax Counsel, which opinions will not have been\nwithdrawn or modified in any material respect; and

\n\n\n\n\n

•

Dana will have delivered to Eaton a certificate certifying that certain conditions above have been satisfied,\nand Dana (or its applicable subsidiary) will have entered into the applicable Transaction Documents.

Dana’s obligations to consummate the Mergers are subject to the fulfillment (or, to the extent permitted by applicable\nlaw, waiver by Dana), at or prior to the closing of the Mergers, of each of the following additional conditions:

\n\n\n\n\n

•

SpinCo, Merger Sub and Eaton will have performed in all material respects and complied in all material\nrespects with all covenants required by the Merger Agreement to be performed or complied with at or prior to the closing;

\n\n\n\n\n

•

the accuracy of Eaton’s representations and warranties (including with respect to SpinCo and Merger Sub)\nset forth in the Merger Agreement, generally both as of the date of the Merger Agreement and as of the Closing, subject to certain specified materiality standards;

\n\n\n\n\n

•

the receipt by Dana of the Merger Tax Opinion from Dana Tax Counsel, which opinion will not have been\nwithdrawn or modified in any material respect; and

\n\n\n\n\n

•

Eaton will have delivered to Dana a certificate certifying that certain conditions above have been satisfied,\nand SpinCo, Merger Sub and Eaton will have entered into the applicable Transaction Documents.

Termination

The Merger Agreement may be terminated at any time prior to the Effective Time by mutual written consent of Dana and Eaton.\nAlso, subject to certain qualifications and exceptions, either Eaton or Dana may terminate the Merger Agreement prior to the consummation of the Merger if:

\n\n\n\n\n

•

the closing has not occurred by June 10, 2027, subject to extension by either party for an additional\nperiod of three months if, as of such date, all conditions to the Mergers have been satisfied or waived other than those relating to certain regulatory approvals, or the consummation of the Restructuring and Distribution;

\n\n\n\n\n

•

a governmental authority of competent jurisdiction in any jurisdiction will have enacted any law (in any\njurisdiction where any of Eaton, SpinCo or Dana conduct non de minimis operations or own non de

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\n\n\n

\nminimis amounts of assets) or will have issued or granted any final and non-appealable governmental order, in each case, that is still in effect,\npermanently enjoining or prohibiting the Restructuring, the Distribution or the Merger; or

\n\n\n\n\n

•

the Dana stockholder approval of the Merger Agreement was not obtained at the stockholder meeting for the\npurpose of obtaining such approval or at any adjournment or postponement thereof.

In addition, subject\nto specified qualifications and exceptions, Dana may terminate the Merger Agreement if:

\n\n\n\n\n

•

prior to the time the Dana stockholders approve the Merger Agreement, the Dana board authorizes Dana to enter\ninto a definitive written agreement with respect to a Superior Proposal, Dana enters into such agreement concurrently with the termination, and Dana pays Eaton the $158,700,000 termination fee; or

\n\n\n\n\n

•

there has been a breach of any representation, warranty, covenant or agreement made by Eaton, SpinCo or Merger\nSub in the Merger Agreement, or any such representation and warranty has become untrue after the date of the Merger Agreement, such that the conditions to Dana’s obligation to consummate the Merger would not be satisfied, and such breach or\ncondition is not curable or, if curable, is not cured within the earlier of 45 days after written notice thereof is given by Dana to Eaton or three business days before the Outside Date.

In addition, subject to certain qualifications and exceptions, Eaton may terminate the Merger Agreement if:

\n\n\n\n\n

•

at any time prior to the time the Dana stockholders approve the Merger Agreement, the Dana board has made or\nannounced a Dana Change of Recommendation; or

\n\n\n\n\n

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there has been a breach of any representation, warranty, covenant or agreement made by Dana in the Merger\nAgreement, or any such representation and warranty has become untrue after the date of the Merger Agreement, such that the conditions to Eaton’s obligation to consummate the Merger would not be satisfied, and such breach or condition is not\ncurable or, if curable, is not cured within the earlier of 45 days after written notice thereof is given by Eaton to Dana or three business days before the Outside Date.

In the event of termination of the Merger Agreement, the Merger Agreement will terminate without any liability for any party\nexcept as described in “—Termination Fee and Certain Expenses,” provided that termination will not relieve any party of liability or damages resulting from any willful breach of the Merger Agreement.

Termination Fee and Certain Expenses

The Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, Dana is required to\npay Eaton a termination fee of $158,700,000. The circumstances under which this termination fee would be payable include if Eaton terminates the Merger Agreement following the occurrence of a Dana Change of Recommendation or if Dana terminates the\nMerger Agreement to enter into a definitive written agreement with respect to a Superior Proposal.

In addition, if the\nMerger Agreement is terminated under any of the circumstances listed below, and (a) a Competing Proposal was publicly announced (or otherwise communicated to the Dana board) at any time after the date of the Merger Agreement and not withdrawn\nor otherwise abandoned prior to a certain date (depending on the reason for termination), and (b) within twelve months after the date of such termination, a transaction in respect of a Competing Proposal is consummated or Dana enters into an\nAlternative Acquisition Agreement in respect of a Competing Proposal (where the definition of “Competing Proposal” is revised such that all references to “20%” instead refer to “50%”), then Dana must pay Eaton the\n$158,700,000 termination fee:

\n\n\n\n\n

•

if the Merger Agreement is terminated by Eaton or Dana because the closing has not occurred by the Outside\nDate, and the vote of Dana’s stockholders to approve the Merger Agreement has not occurred

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\n\n\n

\n(provided that the conditions relating to regulatory approvals and the absence of a restraining law or order was satisfied at such time of termination);

\n\n\n\n\n

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if the Merger Agreement is terminated by either Eaton or Dana due to the failure to obtain approval of Dana\nstockholders; or

\n\n\n\n\n

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if the Merger Agreement is terminated by Eaton because Dana has committed an uncured or incurable breach of\nany representation, warranty, covenant or agreement in the Merger Agreement such that the conditions to the closing of the Merger would not be satisfied.

In addition, if the Merger Agreement is terminated due to the failure to obtain the approval of Dana stockholders (or in\ncertain other circumstances where Eaton was entitled to terminate on such basis), Dana will pay to Eaton its expenses incurred since February 25, 2026, in an amount not to exceed $20,000,000.

Specific Performance

In\nthe Merger Agreement, the parties have agreed that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss. Accordingly, the parties have agreed that each party will have the\nright to specific performance and injunctive or other equitable relief in respect of its rights under the Merger Agreement without the requirement for the securing or posting of any bond.

Amendments

The Merger\nAgreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by the parties to the Merger Agreement.

The Separation Agreement

The following is a summary of the material provisions of the Separation Agreement. This summary is qualified in its entirety by\nreference to the full text of the Separation Agreement, which is incorporated by reference in this proxy statement/prospectus. Shareholders of Eaton and stockholders of Dana are urged to read the Separation Agreement in its entirety. This\ndescription of the Separation Agreement has been included to provide Eaton shareholders and Dana stockholders with information regarding its terms. The rights and obligations of the parties are governed by the express terms and conditions of the\nSeparation Agreement and not by this summary or any other information included in this proxy statement/prospectus. It is not intended to provide any other factual information about Eaton, Eaton Ohio, Eaton HoldCo, SpinCo, Dana or Merger Sub.\nInformation about Eaton, SpinCo, Dana and their respective businesses can be found elsewhere in this proxy statement/prospectus and in the documents incorporated by reference herein. See also “Where You Can Find Additional Information;\nIncorporation By Reference.”

Descriptions regarding the assets and liabilities conveyed to SpinCo and retained by\nthe Eaton Group contained in the Separation Agreement are qualified by certain information that has been exchanged separately between Eaton, Dana and SpinCo (including in the disclosure letter to the Separation Agreement) and that is not reflected\nin the Separation Agreement. Accordingly, Eaton shareholders and Dana stockholders should not rely on the general descriptions of assets and liabilities in the Separation Agreement, as they may have been modified in important ways by the information\nexchanged separately between the parties.

Overview

The Separation Agreement provides for the separation of the Mobility Business from Eaton, including by specifying which assets\nof Eaton and its Subsidiaries related to the Mobility Business are to be transferred to, and which liabilities of Eaton and its Subsidiaries related to the Mobility Business are to be assumed by, SpinCo and other members of the SpinCo Group, and\nsets forth when and how these transfers and assumptions will occur.

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\nThe Separation Agreement also includes procedures by which Eaton and SpinCo will become separate and independent companies. The matters addressed by the Separation Agreement include, but are not\nlimited to, the matters described below.

In connection with the Separation, a subsidiary of Dana and Eaton Ohio will also\nenter into the Royal Precision Purchase Agreement, pursuant to which 100% of the equity interests of Royal Precision Holdings Corp. will be transferred directly from Eaton Ohio to the acquiring Dana subsidiary. The transactions contemplated by the\nRoyal Precision Purchase Agreement form part of the series of transactions related to the acquisition of the Mobility Business by Dana and will occur in connection with the Closing of the Mergers. For more information see the summary of the Royal\nPrecision Purchase Agreement below.

Transfer of Assets and Assumption of Liabilities

Generally, pursuant to and subject to the terms and conditions contained in the Separation Agreement, Eaton and SpinCo have\nagreed to effect the Restructuring to result in SpinCo and its subsidiaries owning and operating the Mobility Business, and Eaton and its subsidiaries owning and operating the businesses of Eaton other than the Mobility Business, which businesses we\nrefer to as the Eaton Retained Business, including:

\n\n\n\n\n

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Members of the Eaton Group will transfer to SpinCo certain assets related to the Mobility Business, and SpinCo\nwill assume certain liabilities related to the Mobility Business; and

\n\n\n\n\n

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Eaton will retain assets and liabilities that are not transferred to, or assumed by, SpinCo in the Separation.\n

The assets to be transferred or assigned to SpinCo include, among other things, the following assets of\nthe Eaton Group as of immediately prior to the Distribution (subject to certain exceptions and the terms and conditions contained in the Separation Agreement):

\n\n\n\n\n

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all assets that are provided by the Separation Agreement or any ancillary agreement as assets to be assigned\nto or retained by, or allocated to, any member of the SpinCo Group;

\n\n\n\n\n

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all assets of the SpinCo Group or the Mobility Business reflected on the audited combined balance sheets of\nSpinCo as of December 31, 2025, subject to any dispositions subsequent to the date thereof, excluding cash and cash equivalents except as specified in the Separation Agreement for the benefit of SpinCo;

\n\n\n\n\n

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all assets as of the Distribution that are of a nature or type that would have resulted in such assets being\nincluded or reflected on the audited combined balance sheets of SpinCo as of December 31, 2025 if such balance sheet were prepared as of the Distribution, excluding any intellectual property;

\n\n\n\n\n

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all equity interests in the members of the SpinCo Group (other than SpinCo) and all other equity, partnership,\nmembership, joint venture and similar interests held by any member of the SpinCo Group or as specified in the schedules to the Separation Agreement;

\n\n\n\n\n

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the following contracts to which Eaton or any of its subsidiaries is a party or by which Eaton or any of its\nSubsidiaries or any of their respective assets is bound, in each case, immediately prior to the Distribution: (a) any such contract that is primarily related to the Mobility Business, other than certain identified contracts that relate to both\nthe Mobility Business and Eaton’s retained businesses, any joint venture governing agreement, any contract relating to the leasing, subleasing, licensing or occupancy of real property or any asset retained by Eaton, (b) certain identified\ncontracts governing joint ventures that are assets of SpinCo, (c) certain other contracts specifically identified on schedules to the Separation Agreement, and (d) any contract that is otherwise contemplated pursuant to the Separation\nAgreement or ancillary agreements to be an asset of SpinCo (collectively, the “SpinCo Contracts”);

\n\n\n\n\n

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all rights related to the portion of any shared contract or surviving intercompany arrangement that relate to\nthe Mobility Business;

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certain identified owned real property (the “SpinCo Owned Real Property”) and leased real property\n(the “SpinCo Leased Real Property”), including the real property leases for such leased real property (the “SpinCo Real Property Leases”);

\n\n\n\n\n

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the intellectual property (other than software and databases) owned by Eaton or its subsidiaries that is\nprimarily related to the Mobility Business and the software and databases that are owned by Eaton or its Subsidiaries that are exclusively related to the Mobility Business (subject to certain exceptions for identified “Eaton” trademarks\nand other intellectual property) (collectively, the “SpinCo Intellectual Property”);

\n\n\n\n\n

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any benefit plan sponsored or maintained by any member of the SpinCo Group or other benefit plan sponsored or\nmaintained by Eaton or any of its subsidiaries (other than the SpinCo Group) exclusively for the benefit of employees or former employees that are assets of SpinCo (collectively, the “SpinCo Benefits Plans”), and all assets, trusts,\ninsurance policies, funding instruments and administrative contracts related thereto;

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all tangible personal property and interests therein, including machinery, equipment, furniture, office\nequipment, vehicles, and other tangible property that is used or held for use primarily in the conduct of the Mobility Business;

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all raw materials,\nwork-in-process, finished goods, supplies and other inventories that are used or held for use primarily in the conduct of the Mobility Business;

\n\n\n\n\n

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all trade accounts receivable and other receivables (other than certain surviving intercompany receivables) to\nthe extent related to the Mobility Business;

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all permits that are primarily used in, or exclusively required for, the operation or ownership of the\nMobility Business or any asset allocated to SpinCo (the “SpinCo Permits”);

\n\n\n\n\n

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certain identified insurance policies and programs (the “SpinCo Insurance Policies”);\n

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subject to certain exceptions, the business records exclusively related to the Mobility Business (excluding\nintellectual property except for the SpinCo Intellectual Property) (the “SpinCo Business Records”);

\n\n\n\n\n

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certain identified assets listed on the schedules to the Separation Agreement;

\n\n\n\n\n

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all causes of action (including counterclaims) and defenses against third parties to the extent related to the\nassets transferring to SpinCo (except where identified as an Eaton retained asset); and

\n\n\n\n\n

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all other assets of Eaton and its subsidiaries that are or were, during the twelve months prior to the\nDistribution, primarily used in or related to the Mobility Business.

The Separation Agreement provides\nthat the assets to be transferred or assigned to SpinCo will not include, among other things, any of the following assets, which shall be retained by Eaton:

\n\n\n\n\n

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all assets that are provided by the Separation Agreement or any ancillary agreement as assets to be retained\nby, or allocated to, any member of the Eaton Group;

\n\n\n\n\n

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all cash and cash equivalents, other than cash specified in the Separation Agreement for the benefit of\nSpinCo;

\n\n\n\n\n

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all equity interests in the members of the Eaton Group;

\n\n\n\n\n

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all real property other than the SpinCo Owned Real Property and SpinCo Leased Real Property;\n

\n\n\n\n\n

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except for the SpinCo Contracts, the SpinCo Real Property Leases or certain identified shared contracts, all\ninterests of Eaton and its subsidiaries in contracts;

\n\n\n\n\n

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all causes of action (including counterclaims) and defenses of Eaton and its subsidiaries against third\nparties to the extent relating to Eaton’s retained businesses, assets and liabilities;

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\n\n\n\n\n

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all intellectual property other than the SpinCo Intellectual Property, including the “Eaton”\ntrademarks;

\n\n\n\n\n

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all nontransferable permits and permits that are not primarily used in, or primarily required for, the\noperation or ownership of the Mobility Business or the assets transferring to SpinCo;

\n\n\n\n\n

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all insurance policies and programs other than the SpinCo Insurance Policies;

\n\n\n\n\n

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all personnel and employment records for employees and former employees of Eaton and its subsidiaries who are\nnot transferring to SpinCo;

\n\n\n\n\n

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all business records other than the SpinCo Business Records;

\n\n\n\n\n

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all rights related to the portion of any shared contract or surviving intercompany arrangement that relate to\nEaton’s retained businesses;

\n\n\n\n\n

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certain identified assets listed on the schedules to the Separation Agreement; and

\n\n\n\n\n

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all other assets of Eaton and its subsidiaries that are not assets transferring to SpinCo or are not (during\nthe 12 months prior to the Distribution) primarily used in the Mobility Business.

The liabilities that\nare to be assumed by SpinCo under the Separation Agreement include, among other things, the following liabilities (subject to the terms and conditions contained in the Separation Agreement):

\n\n\n\n\n

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all liabilities that are provided by the Separation Agreement or any ancillary agreement as liabilities to be\nassumed or retained by, or allocated to, any member of the SpinCo Group;

\n\n\n\n\n

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all liabilities to the extent arising from, related to or resulting from the assets transferring to SpinCo or\nthe ownership, operation or conduct of the Mobility Business;

\n\n\n\n\n

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all liabilities included or reflected as liabilities of the SpinCo Group or the Mobility Business on the\naudited combined balance sheets of SpinCo as of December 31, 2025, subject to any discharge subsequent to the date thereof;

\n\n\n\n\n

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all liabilities as of the Distribution that are of a nature or type that would have resulted in such\nliabilities being included or reflected on the audited combined balance sheets of SpinCo as of December 31, 2025 if such balance sheet were prepared as of the Distribution;

\n\n\n\n\n

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except to the extent set forth in the Real Estate Matters Agreement, all liabilities arising under\nenvironmental laws, to the extent related to, arising out of or resulting from the assets transferring to SpinCo or the Mobility Business;

\n\n\n\n\n

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except as set forth in the Employee Matters Agreement, all liabilities to the extent relating to, arising out\nof or resulting from the employment or services, or termination of employment or services, of any employee or former employee transferring to SpinCo, or any SpinCo Benefit Plan;

\n\n\n\n\n

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all liabilities to the extent arising from the portion of any shared contract or surviving intercompany\narrangement that are related to the Mobility Business;

\n\n\n\n\n

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certain identified liabilities listed in the schedules to the Separation Agreement; and

\n\n\n\n\n

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The Separation Agreement provides that SpinCo will not assume, among other things, any of the following liabilities, which\nwill be retained by Eaton:

\n\n\n\n\n

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all liabilities of Eaton and its subsidiaries to the extent relating to, arising out of, or resulting from,\nany asset or business retained by Eaton;

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\n\n\n\n\n

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all obligations of Eaton and its subsidiaries to the extent relating to, arising out of or resulting from the\nportion of any shared contract or surviving intercompany arrangement related to Eaton’s retained businesses;

\n\n\n\n\n

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certain identified liabilities listed on schedules to the Separation Agreement, including the asbestos-related\nliabilities set forth on Section 1.1(h) of the schedules to the Separation Agreement arising out of or resulting from the manufacture, distribution, handling, use or sale of asbestos or products containing asbestos (including exposure at\nfacilities currently or formerly owned, operated or used by Eaton or SpinCo), in each case, prior to the Distribution. The asbestos-related liabilities retained by Eaton include liabilities in respect of claims first asserted before, on or after the\nDistribution, so long as the underlying conduct, product manufacture, distribution, handling, use or sale, or exposure, occurred prior to the Distribution. The Additional Eaton Parties (referred to in the Separation Agreement as the “Eaton\nIndemnitors”) are obligated under the Separation Agreement to indemnify SpinCo for these retained asbestos-related liabilities, without a dollar cap, subject to the general indemnification procedures described below under\n“—Indemnification”;

\n\n\n\n\n

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all liabilities to the extent relating to, arising out of or resulting from any untrue statement or alleged\nuntrue statement of a material fact or omission with respect to information regarding Eaton, any member of the Eaton Group, Eaton’s retained businesses, SpinCo, any member of the SpinCo Group or the Mobility Business in certain SEC disclosure\ndocuments; and

\n\n\n\n\n

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all liabilities that are provided by the Separation Agreement or any ancillary agreement as liabilities to be\nassumed or retained by, or allocated to, any member of the Eaton Group.

Shared Contracts

The Separation Agreement provides that the parties will use their reasonable best efforts to apportion certain identified\ncontracts that relate both to the Mobility Business and Eaton’s other businesses such that (a) a member of the SpinCo Group will be the beneficiary of the rights and is responsible for the obligations related to the Mobility Business, and\n(b) a member of the Eaton Group will be the beneficiary of the rights and is responsible for the obligations related to the Eaton retained businesses. If the parties are not able to enter into an arrangement to formally separate shared\ncontracts prior to the Distribution then, until the earliest of (a) such formal separation, and (b) the expiration of the term of such shared contract, the parties will cooperate in any reasonable and legally permissible arrangement to\nprovide that, following the Distribution, the SpinCo Group will receive the benefits and obligations related to the Mobility Business and the Eaton Group will receive the benefits and obligations related to the Eaton retained businesses.

The Contribution and the SpinCo Cash Payment

As part of the Restructuring and prior to the Distribution, in consideration of the transfer of SpinCo Assets, SpinCo or a\nmember of the SpinCo Group will pay to one or more affiliates of Eaton (excluding Eaton) cash equal to $1,101,355,919, subject to a customary cash and indebtedness adjustment (the “Adjustment Amount”) and the Distribution True-Up Adjustment, increased as a result of any pre-Closing share repurchases by Dana pursuant to the Share Buyback Side Letter and reduced by the Royal Precision Purchase Price and the Specified Asset Purchase\nPrice (the “SpinCo Cash Payment”).

As part of the Restructuring and prior to the Distribution, Eaton Ohio\nwill, pursuant to the Eaton Ohio Contribution, contribute certain SpinCo Assets to SpinCo in consideration for (a) SpinCo’s assumption of certain SpinCo Liabilities, (b) the issuance of SpinCo common stock and (c) receipt of a\nportion of the SpinCo Cash Payment.

The Eaton Ohio Distribution

Following the Eaton Ohio Contribution (including Eaton Ohio’s receipt of a portion of the SpinCo Cash Payment), Eaton\nOhio will distribute 100% of the SpinCo common stock held by it to Eaton Holding XIII S.à r.l.,

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\na Luxembourg entity, pursuant to the Eaton Ohio Distribution. Following the Eaton Ohio Distribution, certain other members of the Eaton Group (excluding Eaton) will contribute, transfer and\ndeliver to SpinCo or other members of the SpinCo Group certain additional SpinCo Assets and SpinCo Liabilities relating to the Mobility Business. Thereafter, members of the Eaton Group will transfer, directly or indirectly, 100% of the outstanding\nSpinCo common stock to Eaton, resulting in Eaton owning directly 100% of the outstanding SpinCo common stock immediately prior to the Distribution.

The Distribution

In the\nDistribution, Eaton will make a distribution to be effected by causing SpinCo to issue 100% of the outstanding shares of SpinCo common stock to Eaton shareholders, which distribution Eaton has elected to complete by means of an Exchange Offer, in\nwhich Eaton will redeem Eaton Ordinary Shares held by electing shareholders in exchange for SpinCo’s issuance of shares of SpinCo common stock to such electing shareholders. If less than all shares of SpinCo common stock are exchanged in the\nExchange Offer, the remaining shares of SpinCo common stock that are not issued pursuant to the Exchange Offer will be issued to Eaton shareholders as part of a Clean-Up\nSpin-Off, whereby any remaining shares of SpinCo common stock will be distributed to Eaton’s shareholders on a pro rata basis on the Distribution Date immediately following the consummation of the\nExchange Offer.

The aggregate number of shares of SpinCo common stock to be issued in the Distribution (the\n“Distribution Ratio”) will be determined by (a) multiplying the number of shares of Dana common stock immediately prior to the Distribution (on a fully diluted basis) by a fraction equal to 50.1 divided by 49.9 (the\n“Distribution Issuance”) and (b) dividing the Distribution Issuance by the number of Eaton Ordinary Shares issued and outstanding immediately prior to the Distribution. As a result, immediately following the Merger, former Eaton\nshareholders are expected to hold 50.1%, and former Dana stockholders 49.9%, of the outstanding SpinCo common stock, in each case on a fully diluted basis.

Conditions to the Distribution

The obligation of Eaton to complete the Distribution is subject to the satisfaction or waiver by Eaton (provided that certain\nconditions cannot be waived without Dana’s prior written consent) of the following conditions:

\n\n\n\n\n

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the Restructuring (including the SpinCo Cash Payment) having been completed substantially in accordance with\nan agreed restructuring plan (other than steps contemplated to occur at or after the Distribution);

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Eaton’s board of directors having determined that Eaton has sufficient distributable reserves to effect\nthe Distribution, has declared the Distribution and has approved all related transactions, and such declaration has not been withdrawn;

\n\n\n\n\n

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consummation or satisfaction of the SpinCo Cash Payment;

\n\n\n\n\n

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Eaton having received the Eaton Tax Opinions;

\n\n\n\n\n

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no order, injunction or decree issued by any governmental authority, or other legal restraint or prohibition,\npreventing the consummation of the Distribution or the related transactions, is pending;

\n\n\n\n\n

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each of the Employee Matters Agreement, Confirmation of Intellectual Property Assignment, Intellectual\nProperty Cross License Agreement, Trademark License Agreements, Tax Matters Agreement, Real Estate Matters Agreement and Transition Services Agreement has been duly executed by the parties thereto;

\n\n\n\n\n

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an independent appraisal firm having delivered one or more opinions to the boards of directors of Eaton and\nSpinCo confirming the solvency and surplus of SpinCo after giving effect to the SpinCo Cash Payment and the Distribution, with such opinions in a form and substance reasonably acceptable to Dana and not withdrawn; and

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\n\n\n\n\n

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each of the conditions precedent to the consummation of the Merger having been satisfied or waived (other than\nthe conditions that the Restructuring and the Distribution have been consummated), in each case other than those conditions that, by their nature, are to be satisfied contemporaneously with the Distribution or the Merger.

Treatment of Intercompany Arrangements and Accounts

Eaton and Dana have agreed that, no later than the Distribution effective time, subject to certain limited exceptions, each\ncontract between Eaton or any member of the Eaton Group and SpinCo or any member of the SpinCo Group will be terminated, effective as of the Distribution Time. In addition, subject to certain limited exceptions, all intercompany accounts between\nEaton and SpinCo will be settled or otherwise eliminated.

Mutual Releases

The Separation Agreement provides that, subject to certain exceptions specified in the Separation Agreement, effective as of\nthe time of the Distribution, SpinCo (on behalf of the SpinCo Group and related persons) will release and discharge the Eaton Group and related persons, and Eaton (on behalf of the Eaton Group and related persons) will release and discharge the\nSpinCo Group and related persons, from all liabilities existing or arising from any acts, events or conditions existing or occurring on or before the Distribution, including in connection with the implementation of the Restructuring and the\nDistribution.

These releases will not, among other limitations, extend to obligations or liabilities under the Separation\nAgreement, the Merger Agreement, any ancillary agreement relating to the transaction or any surviving intercompany arrangement.

Indemnification\n

The Separation Agreement provides that SpinCo will indemnify, defend and hold harmless the members of the Eaton Group\nand their respective directors, officers, employees, heirs, executors, administrators, successors and assigns from and against all liabilities relating to, arising out of or resulting from: (a) the liabilities assumed or retained by the SpinCo\nGroup pursuant to the Separation Agreement; (b) any breach by SpinCo or any member of the SpinCo Group of the Separation Agreement or any ancillary agreement (unless such ancillary agreement provides its own separate indemnification); and\n(c) any breach of SpinCo’s representations made in the Separation Agreement.

The Separation Agreement provides\nthat the Additional Eaton Parties (or, as referred to in the Separation Agreement, the “Eaton Indemnitors”) will jointly and severally indemnify, defend and hold harmless the members of the SpinCo Group, SpinCo’s affiliates (and\ntheir respective directors, officers, employees, heirs, executors, administrators, successors and assigns) from and against all liabilities relating to, arising out of or resulting from: (a) the liabilities assumed or retained by the Eaton\nGroup pursuant to the Separation Agreement; (b) any breach by any member of the Eaton Group of the Separation Agreement or any ancillary agreement (unless such ancillary agreement provides its own separate indemnification); and (c) any\nbreach of the Eaton Indemnitors’ or Eaton Group’s representations made in the Separation Agreement. Other than the Additional Eaton Parties, no other members of the Eaton Group, including Eaton, will have any indemnification obligations\nunder the Separation Agreement.

Under the Separation Agreement, each indemnifying party’s indemnification\nobligations are uncapped and the amount of any indemnifiable loss will be net of any insurance proceeds or other amounts actually recovered from any person in respect of the indemnifiable liability. Each indemnified party must use its reasonable\nbest efforts to collect or recover any insurance proceeds or other proceeds to which the indemnified party is entitled in connection with any liability for which the indemnified party seeks indemnification pursuant to the Separation Agreement.

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Insurance

Following the time of the Distribution, the SpinCo Group will cease to be insured under the insurance policies of the Eaton\nGroup; provided, that the SpinCo Group will have the right to assert the following matters under the applicable insurance policies: (a) circumstances known by the Eaton Group or SpinCo Group or claims made against the SpinCo Group or the Eaton\nGroup, in each case, that were reported to the applicable insurer(s) prior to the Distribution that results in insurance coverage under policies (excluding self-insurance and captive insurance) in effect prior to the Distribution or under any\nextended reporting period thereof, (b) claims for any incident occurring prior to the Distribution and made under certain identified insurance policies in effect prior to the Distribution and (c) if Eaton elects by written notice to\nSpinCo, claims made against the SpinCo Group after the Distribution in respect of a pre-closing occurrence that results in a liability under certain “claims-made-based” insurance policies,\nincluding any runoff coverage thereunder, of the Eaton Group.

Non-Solicitation and Non-Competition Covenants

For a period of 18 months after the Distribution, no party\nwill solicit or hire the other party’s executives, officers or employees, subject to customary exceptions for general solicitations not specifically targeted at such persons, and persons who left the other party’s employment six or more\nmonths prior to the solicitation.

In addition, for a period of three years after the Distribution, neither Eaton nor any\nmember of the Eaton Group will engage in (or own an equity interest in a Person engaged in) the manufacture, marketing, distribution or sale of specified products to specified end markets, anywhere in the world, subject to certain specified\nexceptions.

Access to Information

Following the Distribution each of Eaton and SpinCo and their respective group members will provide to the other, as soon as\nreasonably practicable after written request, any information in its possession or under its control which the requesting party requests (a) as reasonably needed to comply with reporting, disclosure, filing or other requirements imposed by a\ngovernmental authority, (b) to use in any judicial, regulatory, administrative or other actual or potential action or internal investigation, or (c) to comply with its obligations under the Separation Agreement, the Merger Agreement or any\nancillary agreement.

The parties agree to use reasonable best efforts to retain all information in their respective\npossession and relating to the other party or its businesses, in each case, in accordance with such party’s document retention policies.

Termination

The\nSeparation Agreement will terminate simultaneously with a termination of the Merger Agreement prior to the Distribution or otherwise only by a written agreement signed by each of the parties. In the event of such a termination none of the parties\nwill have any liability to any person by reason of the Separation Agreement.

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ADDITIONAL AGREEMENTS RELATED TO THE SEPARATION AND THE MERGERS\n

Royal Precision Purchase Agreement

In connection with, and as a condition to, the Closing, Eaton will cause Eaton Ohio to sell, assign, transfer and convey to a\nsubsidiary of Dana, and a subsidiary of Dana will purchase and acquire, all of the Royal Precision Equity Interests pursuant to a Stock Purchase Agreement (the “Royal Precision Purchase Agreement”). The Royal Precision Equity Interests\nconsist of 100% of the stock of Royal Precision Holdings Corp., a Delaware corporation. The following summary of the Royal Precision Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Royal\nPrecision Purchase Agreement, which is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part and is incorporated by reference herein.

Upon the terms and subject to the conditions of the Royal Precision Purchase Agreement, Eaton Ohio will sell to a subsidiary\nof Dana, and a subsidiary of Dana will purchase, the Royal Precision Equity Interests free and clear of all liens, other than restrictions on transfer under applicable securities laws. In consideration for the Royal Precision Equity Interests, a\nsubsidiary of Dana will deliver to Eaton Ohio (or its designee), in cash, an aggregate amount equal to the Royal Precision Purchase Price. Under the Separation Agreement, the Royal Precision Purchase Price is to be reasonably agreed by the parties\nin good faith and, if the parties cannot agree, reasonably determined by Eaton, in each case subject to the limitation that the price may not be set at an amount that would cause the SpinCo Cash Payment to be less than zero dollars.

The closing of the sale of the Royal Precision Equity Interests will take place simultaneously with the execution and delivery\nof the Royal Precision Purchase Agreement and will be coordinated to occur prior to or at the broader closing of the Separation and the Mergers.

For U.S. federal (and applicable state and local) income tax purposes, Dana’s subsidiary’s purchase of the Royal\nPrecision Equity Interests is intended to constitute a taxable sale or other disposition of property under Section 1001(a) of the Code.

Specified\nAsset Purchase Agreement

In accordance with the terms and conditions of the Separation Agreement, Eaton will cause a\nmember of the Eaton Group to sell, assign, transfer and convey to a subsidiary of Dana, and a subsidiary of Dana will purchase and acquire, certain Specified Assets (as defined in the Separation Agreement) pursuant to a purchase agreement to be\nmutually agreed by the parties in good faith and reflective of the fair market value of the Specified Assets (the “Specified Asset Purchase Agreement”). As of the date of this proxy statement/prospectus, the Specified Asset Purchase\nAgreement has not yet been entered into and the Specified Asset Purchase Price has not yet been determined.

The closing\nof the sale of the Specified Assets will take place simultaneously with the execution and delivery of the Specified Asset Purchase Agreement and will be coordinated with the broader closing of the Separation and the Mergers. The transactions\ncontemplated by the Specified Asset Purchase Agreement are not expected to be material to the Separation and the Mergers as the Specified Asset Purchase Agreement will not alter the overall cash consideration to be received by the Eaton Group or the\nscope of the Mobility Business assets to be obtained by the combined company. Absent the election made by Dana in accordance with the Separation Agreement, the Specified Assets will be transferred to a member of the SpinCo Group as part of the\nRestructuring.

Employee Matters Agreement

In connection with the Separation, Eaton, Eaton Ohio, Eaton HoldCo and SpinCo entered into an Employee Matters Agreement that\ngoverns the allocation among the parties of assets, liabilities, and responsibilities with

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\nrespect to employee compensation, pension and benefit plans, equity awards, and related employment matters in connection with the Transactions. The following summary of the Employee Matters\nAgreement is not complete and is qualified in its entirety by reference to the full text of the Employee Matters Agreement, which is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part and is\nincorporated by reference herein.

Employee Transfers

Effective as of the Distribution Date, other than Delayed Transfer Employees, all SpinCo Employees will be employed by a SpinCo\nentity.

“SpinCo Employee” means each (a) employee (including any employee on an approved leave of\nabsence from which the employee is reasonably expected to return to active employment within 6 months following the Distribution Date) employed by Eaton or any of its subsidiaries (including any SpinCo entity) who (i) provided services to the\nMobility Business that were greater than 50% of the total services provided by such individual to Eaton as of immediately prior to the Distribution and (ii) is listed on a schedule, (b) individual whose employment transfers to a SpinCo\nentity pursuant to applicable Law, and (c) other individual (i) listed on a schedule or (ii) hired or reassigned by Eaton or any of its subsidiaries in compliance with the Merger Agreement between the date of the Employee Matters\nAgreement and the Distribution Date to replace any of the individuals included on a schedule, including, in the case of clause (i) or (ii), any individual on an approved leave of absence from which the employee is reasonably expected to return\nto active employment within 6 months following the Distribution Date. “SpinCo Employee” excludes certain scheduled individuals.

“Delayed Transfer Employees” include SpinCo Employees who transfer to SpinCo (a) within six months after the\nDistribution Date due to erroneous employer assignment, (b) within six months after the Distribution Date immediately upon the employee’s return to active employment, or (c) before or at expiration of an applicable transition\nservices agreement period as mutually determined by the Additional Eaton Parties and Dana.

General Allocation of Employee Liabilities

In general, and except as specifically provided in the Employee Matters Agreement, the Additional Eaton Parties will be solely\nresponsible for all employment, compensation, employee benefits, and other liabilities relating to current and former Eaton employees, all liabilities relating to each Eaton benefit plan, and other liabilities expressly allocated to an Eaton entity,\nwhether arising before, on, or after the Distribution Date.

In general, and except as specifically provided in the\nEmployee Matters Agreement, the SpinCo Group will be solely responsible for all employment, compensation, employee benefits and other liabilities relating to SpinCo Employees and any individuals who, during the\n12-month period immediately prior to the Distribution, exclusively provided services to the Mobility Business and who either (a)(i) on or before the close of business on the Distribution Date retired or\notherwise separated from service from Eaton and its subsidiaries, and (ii) whose last day worked with Eaton and its subsidiaries was with (A) the Mobility Business or (b) any entity that will be a SpinCo entity immediately after the\nDistribution (“Former SpinCo Employees”), all liabilities relating to each SpinCo benefit plan, all immigration- and visa-related liabilities for SpinCo Employees, and other liabilities expressly allocated to a SpinCo entity, whether\narising before, on, or after the Distribution Date.

Liability with respect to any\npre-distribution action will be (a) a SpinCo liability if it exclusively relates to SpinCo Employees and Former SpinCo Employees, (b) an Eaton liability if it exclusively relates to Eaton employees\nand former Eaton employees, or (c) a shared liability to the extent it cannot be readily attributed to either group.

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Treatment of Benefit Plans

Other than with respect to certain defined benefit, defined contribution, and post-employment welfare benefits that will either\nbe fully retained by Eaton or be fully conveyed to SpinCo upon the Distribution, the accounts, assets and liabilities of Eaton’s defined benefit, defined contribution, and post-employment welfare benefits plans identified by Eaton and SpinCo\nwith respect to SpinCo Employees or Former SpinCo Employees will transfer to the applicable SpinCo entity, and the applicable SpinCo entity will establish, adopt or designate defined benefit and defined contribution plans as necessary to receive\nsuch assets and liabilities. Such SpinCo plans will have terms and conditions that generally correspond to the terms and conditions of the transferring Eaton plans to the extent necessary to receive and hold the transferred accounts, liabilities and\nrelated assets and to provide the accrued benefits under the transferring Eaton plans.

Effective as of the Distribution\nDate or the Applicable Transfer Date, as applicable, SpinCo or a SpinCo entity will provide all welfare benefits required under applicable law to non-U.S. and U.S. SpinCo Employees, and the applicable SpinCo\nentity will establish, adopt or designate welfare plans for SpinCo Employees who were participating in a corresponding Eaton welfare plan. In the event that SpinCo or the applicable SpinCo entity (a) does not provide non-U.S. SpinCo Employees similar in-kind benefits to those provided immediately prior to the Distribution Date or a benefit plan consistent with applicable law or\nSpinCo’s obligations under the Employee Matters Agreement or (b) modifies any SpinCo benefit plan or term or condition of employment, in each case, in a manner that results in an obligation of any Eaton entity to pay any severance,\ntermination, indemnity, or other similar benefit to a non-U.S. SpinCo Employee, SpinCo will reimburse and hold harmless the Eaton entities from such liabilities.

As of the Distribution Date or Applicable Transfer Date, as applicable, SpinCo will use commercially reasonable efforts to\ncause SpinCo welfare plans to (a) recognize (i) elections and designations of SpinCo Employees (and Former SpinCo Employees) in effect as of the Distribution Date or Applicable Transfer Date, as applicable, and (ii) amounts paid toward\ndeductibles, co-payments, out-of-pocket maximums and coverage maximums; (b) not impose limitations on coverage for\npreexisting conditions to the extent such limitations were inapplicable under the applicable Eaton welfare plan prior to the Distribution Date or Applicable Transfer Date, as applicable and (c) provide service credit for SpinCo Employees’\npre-Distribution service to Eaton for eligibility, vesting and benefits, subject to exclusions for duplication, defined benefit pension and post-employment welfare benefits. The SpinCo entities and the SpinCo\nwelfare plans will be solely responsible for all claims incurred by SpinCo Employees and their plan payees (other than severance entitlements due as a result of a pre-Distribution termination) that are unpaid\nas of the Distribution Date or Applicable Transfer Date, as applicable, unless and to the extent such claims are payable under an insurance policy held by an Eaton entity.

Treatment of Equity Awards

Treatment of Eaton Time-Based RSUs

Prior to the Distribution, Eaton Time-Based RSUs held by SpinCo Participants will be converted pursuant to Eaton’s equity\nincentive plans into SpinCo Time-Based RSUs. The SpinCo Time-Based RSUs generally will

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\nremain subject to substantially the same terms, vesting conditions and other restrictions applicable to the corresponding Eaton Time-Based RSUs immediately prior to the Distribution, and the\nnumber of SpinCo Time-Based RSUs will be determined by multiplying (a) the number of Eaton Time-Based RSUs held by the SpinCo Participants immediately prior to the Distribution Date by (b) the SpinCo Equity Award Conversion Ratio, rounded\nup to the nearest whole unit.

Treatment of Eaton Performance-Based RSUs

Prior to the Distribution, Eaton Performance-Based RSUs held by SpinCo Participants will be converted, effective as of the\nDistribution, into SpinCo Time-Based RSUs, with the number of such SpinCo Time-Based RSUs based on (a) the number of Eaton Performance-Based RSUs held by the SpinCo Participants immediately prior to the Distribution Date, with performance\nvesting conditions deemed achieved as described below, multiplied by (b) the SpinCo Equity Award Conversion Ratio, rounded up to the nearest whole unit. Such SpinCo Time-Based RSUs generally will remain subject to substantially the same terms\nand restrictions applicable to the corresponding Eaton Performance-Based RSUs immediately prior to the Distribution, other than performance-based vesting conditions, and will remain subject to service-based vesting through the end of the original\nthree-year performance period.

For purposes of converting Eaton Performance-Based RSUs held by SpinCo Participants, if\nthe Distribution Date occurs on or after January 1, 2027, performance vesting conditions will be deemed achieved based on the greater of target performance and actual performance for the pro-rata portion\nof the performance period through December 31, 2026, and target performance for the remainder of the original performance period.

Treatment of Eaton Vested Options

Prior to the Distribution, Eaton Options held by SpinCo Participants that are vested as of the Distribution Date will remain\nEaton Options, with the number of such Eaton Options adjusted by multiplying (a) the number of such Eaton Options held by a SpinCo Participant immediately prior to the Distribution Date and (b) the Eaton Equity Award Conversion Ratio, and\nthe exercise price of such Eaton Options adjusted by dividing (i) the exercise price of such Eaton Options held by a SpinCo Participant immediately prior to the Distribution Date by (ii) the Eaton Equity Award Conversion Ratio. Each such\nEaton Option held by a SpinCo Participant will remain exercisable for the lesser of one year or the remaining term of such Eaton Option, unless the SpinCo Participant is retirement eligible, in which case the Eaton Option will remain exercisable for\nits remaining term.

Treatment of Eaton Unvested Options

Prior to the Distribution, Eaton Options held by SpinCo Participants that are unvested and have an exercise price below the Pre-Distribution Eaton Price as of the Distribution Date will be converted pursuant to Eaton’s equity incentive plans into SpinCo Time-Based RSUs. Such SpinCo Time-Based RSUs generally will remain subject to\nsubstantially the same vesting conditions applicable to the corresponding Eaton Options immediately prior to the Distribution Date, and the number of SpinCo Time-Based RSUs will be based on the intrinsic value of the Eaton Options divided by the\nSpinCo VWAP, rounded down to the nearest whole unit. Eaton Options held by SpinCo Participants that are unvested and have an exercise price equal to or above the Pre-Distribution Eaton Price as of the\nDistribution Date will be canceled immediately prior to the Distribution Date for no consideration.

Treatment of Equity Awards on a\nQualifying Termination

If, within 24 months following the Distribution Date, a SpinCo Employee’s employment is\nterminated by SpinCo, any of its affiliates or any successor to SpinCo without Cause (as defined in the applicable Eaton equity incentive plan), or the SpinCo Employee resigns for Good Reason (as defined in the applicable Eaton equity incentive\nplan), the SpinCo Employee’s outstanding SpinCo equity awards will accelerate and vest on the date of such termination.

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Confirmation of Intellectual Property Assignment

On or prior to the Distribution Date, certain members of the Eaton Group and SpinCo Group will enter into a Confirmation of\nIntellectual Property Assignment to confirm the assignments of the intellectual property rights allocated to the SpinCo Group under the Separation Agreement to a member of the SpinCo Group and intellectual property rights allocated to the Eaton\nGroup under the Separation Agreement to a member of the Eaton Group. In connection therewith, Eaton Intelligent Power Limited (“EIPL”) and SpinCo will enter into a local transfer agreement governed by Irish law, pursuant to which EIPL\nwill assign to SpinCo all of its right, title and interest in and to any intellectual property rights allocated to the SpinCo Group that are owned by EIPL as of the Distribution Date.

Intellectual Property Cross License Agreement

On or prior to the Distribution Date, certain members of the Eaton Group and certain members of the SpinCo Group will enter\ninto an Intellectual Property Cross License Agreement, under which the Eaton Group parties will grant a non-exclusive, perpetual, royalty-free, worldwide license to the SpinCo Group parties under certain\nintellectual property rights (other than trademarks and domain names) owned by the Eaton Group and used in the Mobility Business within a certain period of time prior to the Distribution Date to continue to conduct the Mobility Business. The Eaton\nGroup will also receive a non-exclusive, perpetual, royalty-free, worldwide license under certain intellectual property rights (other than trademarks and domain names) owned by the SpinCo Group and used in\nEaton’s other businesses within a certain period of time prior to the Distribution Date to continue to conduct such businesses. Each party’s license to use the other party’s proprietary software and databases will be subject to\ncertain customary conditions. The Intellectual Property Cross License Agreement is not terminable except with the parties’ mutual agreement.

Trademark License Agreements

Transitional Trademark License Agreement

On or prior to the Distribution, one or more members of Eaton Group and a member of the SpinCo Group will enter into a\nTransitional Trademark License Agreement, pursuant to which the Eaton Group parties will grant to the SpinCo party a limited, non-exclusive, royalty-free, worldwide license to continue to use certain\ntrademarks retained by the Eaton Group (including the “Eaton” trademarks and excluding the “Breaktor” trademarks) that were used in the Mobility Business within a certain period prior to the Distribution Date in a manner that\nis substantially similar to that used by the Mobility Business within such period prior to the Distribution Date. Such license is limited to a transitional period of one to two years, subject to certain exceptions and certain extension rights. The\nSpinCo Group must use commercially reasonable efforts to cease use of the licensed trademarks as promptly as practicable following the Distribution Date. The SpinCo Group’s use of the licensed trademarks will be subject to quality control\nprovisions, including the requirement that such use complies with Eaton’s brand guidelines. The Eaton Group parties may terminate the agreement in its entirety or with respect to affected countries for, among other things, the SpinCo\nGroup’s or a sublicensee’s uncured material breach, any challenge by the SpinCo Group asserted against the licensed trademarks, or an assignment of the agreement or a change of control without the Eaton party’s prior written\nconsent. The SpinCo party may terminate the agreement for any reason upon thirty (30) days’ notice to the Eaton Group parties.

Breaktor\nTrademark License Agreement

On or prior to the Distribution, one or more members of the Eaton Group and a member\nof the SpinCo Group will enter into a Breaktor Trademark License Agreement, pursuant to which the Eaton Group parties will grant to the SpinCo party a limited, non-exclusive, royalty-bearing, worldwide license\nto use certain “Breaktor” trademarks owned by the Eaton Group on certain combined circuit breaker and contactor product offerings commercialized by the SpinCo Group during a certain period prior to the Distribution Date for use in\nelectric automobiles and electric commercial trucks and certain modifications or enhancements to such products, for

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\nsales to original equipment manufacturers for the same technical applications for which such products were commercialized during such period, and certain modifications or enhancements thereto, in\neach case in a manner that is substantially similar to that used by the Mobility Business within such period prior to the Distribution Date. The term of such license is limited to three (3) years. The SpinCo party is obligated to pay the Eaton\nGroup parties a low single digit percentage royalty on net sales of licensed products. The SpinCo Group’s use of the licensed “Breaktor” trademarks will be subject to quality control provisions, including the requirement that such\nuse complies with Eaton’s brand guidelines. The Eaton Group parties may terminate the agreement in its entirety or with respect to affected countries for, among other things, the SpinCo Group’s or a sublicensee’s uncured material\nbreach, any challenge by the SpinCo Group asserted against the licensed “Breaktor” trademarks, or an assignment of the agreement or a change of control without the Eaton party’s prior written consent. The SpinCo party may terminate\nthe agreement for any reason upon thirty (30) days’ notice to the Eaton Group parties.

Tax Matters Agreement

In connection with the Closing, Eaton, Eaton Ohio, Eaton HoldCo, SpinCo and Dana will enter into a Tax Matters Agreement that\ngoverns the parties’ respective rights, responsibilities and obligations with respect to taxes of SpinCo, Eaton and their respective subsidiaries (including taxes arising in the ordinary course of business and taxes, if any, incurred as a\nresult of any failure of the Separation to qualify for its intended tax treatment), tax benefits and attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and assistance and cooperation in respect of\ntax matters. This summary is qualified by reference to the complete text of the Tax Matters Agreement, which is incorporated by reference and is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.\n

In general, under the Tax Matters Agreement:

\n\n\n\n\n

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The Additional Eaton Parties will be responsible for and indemnify SpinCo for (a) any taxes required to\nbe reported on any tax return that includes one or more members of the Eaton Group and one or more members of the SpinCo Group, and any consolidated, combined, unitary or similar income tax return required to be filed by Eaton or a member of the\nEaton Group as common parent (or similar concept) for any period (a “Joint Return”) (including any taxes arising from an audit, review, examination, assessment or any other administrative or judicial proceeding with respect to taxes\n(including any administrative or judicial review of any claim for any tax benefit) (a “Tax Contest”) relating to any such Joint Return); (b) any taxes that are solely attributable to the businesses and operations conducted by Eaton and\nits subsidiaries other than the Mobility Business; (c) taxes for the pre-Distribution periods arising out of or resulting from certain enumerated Tax Contests set forth on Exhibit B of the Tax Matters\nAgreement (the “Exhibit B Tax Controversies”) in an amount, in the aggregate, not in excess of $255,000,000 (the “Eaton Tax Indemnity Cap”); (d) with respect to any pre-Distribution\nperiod (but excluding any taxes arising from the Exhibit B Tax Controversies), (i) any taxes required to be reported on a SpinCo separate return and (ii) any taxes that are attributable to the Mobility Business (in the case of both (d)(i) and\n(d)(ii), (A) including controlled foreign corporation (“CFC”) taxes of certain specified entities, (B) including certain other CFC taxes attributable to certain SpinCo CFC members, but only to the extent certain conditions set forth\nin the Tax Matters Agreement are satisfied, and (C) excluding any non-U.S. taxes related to a Tax Contest attributable to the Mobility Business that is commenced, first proposed or first threatened after\nthe Closing Date); (e) taxes (including transfer taxes, other than transfer taxes arising from the Mergers) attributable to the Separation; and (f) generally, 100% of any taxes resulting from a failure of the Transactions to qualify for the\nintended tax treatment set forth in the Tax Matters Agreement, except that Eaton is generally not responsible for any such taxes caused by specified actions of (or relating to) SpinCo or Dana (unless such taxes were also caused by specified actions\nof (or relating to) Eaton, in which case the Additional Eaton Parties remain liable to the extent of their relative fault).

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SpinCo will be responsible for and indemnify the Additional Eaton Parties for (a) any taxes required to\nbe reported on a SpinCo separate return and any taxes attributable to the Mobility Business, in each

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\ncase, for the post-Distribution period; (b) any non-U.S. taxes reported or required to be reported on a SpinCo separate return for a pre-Distribution period relating to a Tax Contest attributable to the Mobility Business that is commenced, first proposed or first threatened after the Closing Date, other than an Exhibit B Tax Controversy;\n(c) certain CFC taxes determined under the Tax Matters Agreement to be the responsibility of SpinCo; (d) any taxes arising out of or resulting from one of the Exhibit B Tax Controversies in excess of the Eaton Tax Indemnity Cap;\n(e) any taxes attributable to an action by SpinCo or a member of the SpinCo Group at the direction of Dana (or a subsidiary or affiliate of Dana) that is not in the ordinary course of business (and not expressly required by the Merger Agreement\nor any Transaction Documents or any action undertaken pursuant to, or prior to, the Separation) effected after the Distribution and on the date of the Distribution; (f) transfer taxes and certain other taxes resulting from the Merger or the\nSecond Merger that are the responsibility of SpinCo or Dana pursuant to the Merger Agreement or the Second Letter Agreement, respectively; (g) generally, 100% of any taxes resulting from a failure of the Transactions to qualify for the intended\ntax treatment set forth in the Tax Matters Agreement that is caused by specified actions of (or involving) SpinCo or Dana (unless such taxes were also caused by specified actions of (or relating to) Eaton, in which case SpinCo would generally remain\nliable to the extent of its relative fault); and (h) taxes of Eaton and its subsidiaries arising out of the purchase of the Specified Assets pursuant to the Specified Asset Purchase Agreements.

Except for the Exhibit B Tax Controversies that are subject to the Eaton Tax Indemnity Cap, the parties’ obligations\nunder the Tax Matters Agreement will not be limited in amount or subject to any cap. The Tax Matters Agreement does not provide for an indemnity to any shareholder of SpinCo or Dana or any shareholder of Eaton as a result of any failure of the\nSeparation to qualify for its intended tax treatment. Pursuant to the Tax Matters Agreement, the Additional Eaton Parties shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against, any taxes for the\npre-Distribution periods arising out of or resulting from any “Exhibit B Tax Controversies”, which includes the Brazilian tax cases as referenced in Note 12 of the financial statements of SpinCo that are included in this proxy\nstatement/prospectus, but only in an amount, determined in the aggregate based on all Exhibit B Tax Controversies, not to exceed $255,000,000 (i.e., the Eaton Tax Indemnity Cap). To the extent the Eaton Tax Indemnity Cap has been reached (as\ndetermined in the aggregate), the Additional Eaton Parties’ indemnification obligations under the Tax Matters Agreement in respect of such Exhibit B Tax Controversies will cease, and any and all taxes attributable to such Exhibit B Tax\nControversies, including the Brazilian tax cases, in excess of the Eaton Tax Indemnity Cap shall thereafter become the sole and exclusive responsibility of the SpinCo Group and included in the definition of “SpinCo Taxes” as such term is\ndefined above.

The Tax Matters Agreement also assigns responsibilities for administrative matters, such as the filing of\nreturns, payments of taxes due, retention of records and conduct of Tax Contests. In general, the party that would be primarily liable under the Tax Matters Agreement to pay the applicable taxes resulting from a Tax Contest will administer and\ncontrol such Tax Contest. In addition, the Additional Eaton Parties will also administer and control any Tax Contests with respect to (a) the intended tax treatment of the Transactions or the tax treatment of any separation transaction and\n(b) the Exhibit B Tax Controversies; provided, that SpinCo will have participation and consent rights in any such Tax Contests; provided, however, in each case of clauses (a) and (b), that SpinCo’s consent will not otherwise\nbe required to the extent that such settlement involves only monetary relief which the Additional Eaton Parties have agreed to pay. Notwithstanding such participation and consent rights, the Additional Eaton Parties will have sole authority to\nadminister and control any Tax Contests relating to any Joint Return or any Eaton separate return. Moreover, in the case of any Tax Contest related to any tax return required to be filed by a member of the SpinCo Group for which an Additional Eaton\nParty controls the Tax Contest, SpinCo will have information and consent rights to the extent SpinCo may reasonably be expected to become liable to make an indemnification payment; provided, however, that SpinCo’s consent will not otherwise be\nrequired to the extent that such settlement involves only monetary relief which the Additional Eaton Parties have agreed to pay. In addition, the Tax Matters Agreement provides for customary cooperation and information sharing between the parties\nwith respect to the tax matters described therein.

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The Tax Matters Agreement also imposes certain restrictions on SpinCo and\nDana that would be reasonably likely to cause the Separation to fail to qualify for its intended tax treatment. Unless a favorable private letter ruling from the IRS or other applicable tax authority or an unqualified will-level opinion (of counsel\nor an accounting firm), in each case, is received that is in form and substance satisfactory to Eaton in its discretion, or if Eaton waives the requirement to obtain such favorable private letter ruling or unqualified will-level opinion, during the two-year period following the Distribution, SpinCo and Dana may not:

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enter into any Proposed Acquisition Transaction (as defined in the Tax Matters Agreement), approve any\nProposed Acquisition Transaction or allow any Proposed Acquisition Transaction to occur with respect to SpinCo;

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other than pursuant to the Mergers, merge or consolidate with any other Person or voluntarily liquidate or\npartially liquidate, or cause or permit any member of the SpinCo Group that was a party to an Internal Distribution to engage in such a transaction;

\n\n\n\n\n

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approve or allow the discontinuance, cessation or sale or other transfer of more than 30% of the consolidated\ngross assets of, or approve or allow a material change in the active conduct of, any trade or business on which SpinCo or any member of the SpinCo Group that was party to an Internal Distribution relied for purposes of satisfying the requirements of\nSection 355(b) of the Code, subject to certain exceptions;

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sell or otherwise dispose of more than 30% of the consolidated gross assets of SpinCo’s “separate\naffiliated group” (within the meaning of Section 355(b)(3) of the Code) or the “separate affiliated group” of any member of the SpinCo Group that was a party to an Internal Distribution, or approve or allow the sale or other\ndisposition of more than 30% of the consolidated gross assets of SpinCo’s “separate affiliated group” (within the meaning of Section 355(b)(3) of the Code) or the “separate affiliated group” of a member of the\nSpinCo Group that was a party to an Internal Distribution, subject to certain exceptions;

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amend the certificate of incorporation (or other organizational documents) of SpinCo or any member of the\nSpinCo Group that was a party to an Internal Distribution, or take any other action, or approve or allow the taking of any action, affecting the voting rights of SpinCo stock, or the stock of any member of the SpinCo Group that was a party to the\nInternal Distribution, subject to certain exceptions;

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other than pursuant to the Mergers, issue shares of a new class of\nnon-voting stock, or otherwise issue shares of stock that could reasonably be expected to have adverse consequences under Section 355(e) of the Code, subject to certain exceptions;

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purchase, directly or through any affiliate, any of SpinCo’s outstanding stock;

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take any action, or permit any member of the SpinCo Group to take any action, that individually or in the\naggregate, would be reasonably likely to adversely affect the intended tax treatment of the Distribution, the Eaton Ohio Contribution or the Eaton Ohio Distribution; or

\n\n\n\n\n

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take or permit any other member of the SpinCo Group to take any actions described in Exhibit A to the Tax\nMatters Agreement.

The Tax Matters Agreement is binding on and will inure to the benefit of any\nsuccessor to any of the parties of the Tax Matters Agreement to the same extent as if such successor had been an original party to the Tax Matters Agreement.

Real Estate Matters Agreement

In connection with the Separation, Eaton Ohio, Eaton HoldCo and SpinCo will enter into a Real Estate Matters Agreement that\ngoverns the transfer and allocation of real estate assets between the Eaton Group and the SpinCo Group. The agreement provides for the transfer or conveyance of scheduled properties by deed, lease,

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\nand sublease between the groups. The agreement also addresses “Colocation Sites,” properties at which the Eaton Group and SpinCo Group are\nco-located and will remain co-located after the Distribution Date for a specified term. The party with the majority of employees by headcount at a particular site\nretains the site. A minority occupant may elect to waive its right to occupy a Colocation Site, in which case it pays the majority occupant a lump-sum fee equal to the rent, fees, and reimbursements it would\nhave incurred for the applicable term (less reasonably attributable cost savings). Unless stated otherwise in the agreement, any lease assignment, sublease, or other agreement entered into between the groups generally may not exceed a term of\ntwenty-four (24) months from the Distribution Date.

Transition Services Agreement

In furtherance of the Separation and the Merger, the Additional Eaton Parties and SpinCo will enter into a Transition Services\nAgreement, which will set forth the terms and conditions upon which the Additional Eaton Parties will provide certain services to SpinCo, and SpinCo will provide certain services to members of the Eaton Group, on a transitional basis following the\nClosing. The following summary of the Transition Services Agreement is not complete and is qualified in its entirety by reference to the full text of the Transition Services Agreement, which is filed as an exhibit to the registration statement of\nwhich this proxy statement/prospectus forms a part and is incorporated by reference herein.

The services that will be\nprovided under the Transition Services Agreement will be described in a services schedule attached to the agreement. The charges for the services will equal the fully-burdened actual costs incurred by the provider for the applicable services,\ncalculated in a manner consistent with a cost allocation methodology used by the provider in providing the same or similar service to the receiving party during the 12-month period prior to the Distribution\nDate, including costs of third-party service providers used in connection with such service but excluding costs of any third-party consents (the “Service Charges Baseline Methodology”). The Transition Services Agreement will also include\nmechanisms for each party to request during the 90 days following the date of the Transition Services Agreement (a) services that the other party provided to the requesting party in the ordinary course of business during the 12 month period\nprior to the Distribution Date, at pricing consistent with the Service Charges Baseline Methodology, and (b) subject to the agreement of the other party including as to scope and pricing, services that the requesting party desires the other\nparty provide and that the requesting party reasonably needs for its business to continue to operate in substantially the same manner in which such business operated prior to the Distribution Date.

In general, the provider for a service will be obligated to provide the service in a professional and workmanlike manner such\nthat the nature, quality, standard of care and service levels at which such service is performed are at least substantially similar to the levels at which substantially the same service was performed by the provider as of 12 months prior to the\nDistribution Date. The provider will be required to use reasonable best efforts to obtain any third party consents, license and approvals necessary to provide the transition services.

The term of each service will be set forth in the services schedule and is subject to extension, but the aggregate term will\nnot exceed 24 months after the Distribution Date. The first extension of a term is subject to an additional 5% premium in service charges and incremental charges incurred by the providing party, and each additional extension is subject to an\nadditional 7.5% premium.

The recipient of a particular service may terminate such service, along with all applicable\ndependent services, for convenience upon 90 days prior written notice (or such other specified notice period in the services schedule), subject to paying any direct, non-cancellable charges payable by the\nprovider to any third party service provider as a result of the early termination. The liability of each party under the Transition Services Agreement will be limited to the amount of service charges actually paid or payable to such party under the\nagreement.

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Share Buyback Side Letter

On July 27, 2026, Dana and Eaton entered into the Share Buyback Side Letter, pursuant to which Eaton consented, for\npurposes of Section 7.1 of the Merger Agreement, to Dana’s repurchase of shares of Dana common stock through the Closing under the share repurchase program authorized by the Dana board on February 10, 2026. As a condition to that\nconsent, Dana agreed that the SpinCo Cash Payment will be increased by an amount equal to the aggregate purchase price paid by Dana for all shares repurchased from July 27, 2026 through the date immediately preceding the Closing Date,\nmultiplied by 100.4008016%. By way of illustration, a $200,000,000 aggregate pre-Closing repurchase would result in an increase in the SpinCo Cash Payment of approximately $200,801,603.

Since the resumption of share repurchases pursuant to the Share Buyback Side Letter, Dana has repurchased\n8,036,601 shares of Dana common stock at an aggregate cost of approximately $242.0 million as of October 15, 2026. Based on current market conditions, Dana expects to repurchase an aggregate of approximately 10 million shares of Dana\ncommon stock for total aggregate consideration of approximately $300.0 million. Based on Dana’s current expectations to repurchase approximately $300.0 million of Dana common stock prior to the Closing, such repurchases could result in\napproximately $301.2 \nmillion increase to the SpinCo Cash Payment payable to certain members of the Eaton Group (excluding Eaton).

Second Letter\nAgreement

On October 16, 2026, Eaton, Eaton Ohio, Eaton HoldCo, SpinCo, Merger Sub and Dana entered into a\nletter agreement providing for the Second Merger and amending specified provisions of the Merger Agreement and the Separation Agreement (the “Second Letter Agreement”). Under the Second Letter Agreement, immediately following the\nEffective Time and as part of the same overall transaction, Dana will merge with and into Second Merger Sub, a direct wholly owned subsidiary of SpinCo, with Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of\nSpinCo. This summary of the Second Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Second Letter Agreement, which is filed as an exhibit to the registration statement of which this proxy\nstatement/prospectus forms a part and incorporated by reference herein.

Debt Financing Arrangements

Concurrently with the execution of the Merger Agreement, SpinCo and Dana entered into the bridge commitment letter (as amended,\nrestated, amended and restated, supplemented or otherwise modified from time to time, the “Bridge Commitment Letter”) with the commitment parties party thereto (the “Bridge Commitment Parties”) pursuant to which the Bridge\nCommitment Parties committed to provide the Bridge Facility in an initial aggregate principal amount of up to $2.6 billion, subject to the terms and conditions of the Bridge Commitment Letter.

Subsequently, SpinCo and Dana entered into an engagement and commitment letter with certain financial institutions (as\namended, restated, supplemented or otherwise modified from time to time, the “Engagement and Commitment Letter”), pursuant to which certain financial institutions committed to provide the Term A Facility in an aggregate principal amount\nof up to $350 million, subject to the terms and conditions of the Engagement and Commitment Letter. The commitments under the Bridge Facility were reduced by $350 million simultaneously with the execution of the Engagement and Commitment\nLetter pursuant to the terms of the Bridge Commitment Letter.

It is expected that, if necessary, the proceeds of the\nBridge Facility, to the extent not reduced or replaced by any Additional Permanent Financing, will be available in up to two drawings: one to fund the SpinCo Cash Payment and one to complete the Dana Refinancing. To the extent any portion of the\nBridge Facility is undrawn after the Dana Refinancing drawing or if the Merger has not been consummated within five business days of the Distribution Date, the commitments with respect to such undrawn portion will automatically terminate; provided\n

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\nthat if the Merger has been consummated but the Dana Refinancing has not been consummated, the commitments with respect to the Dana Refinancing shall not automatically terminate until the date on\nwhich the Dana Refinancing is consummated, which date shall not exceed the earlier of (a) ninety days following the consummation of the Merger and (b) 11:59 p.m., New York City time, on the date that is fifteen months, plus five business days\nafter June 10, 2026. The definitive documentation for each of the Bridge Facility and the Term A Facility is expected to reflect substantially the same representations and warranties, covenants and events of default and other relevant\nprovisions as those in Dana’s existing credit facility, with certain modifications as contemplated by the documentation principles specified in the applicable commitment letter.

SpinCo and Dana expect to incur additional permanent financing, which may include the issuance of senior unsecured notes\nand/or borrowings under a senior secured term loan B facility (the “Additional Permanent Financing”). The Additional Permanent Financing would further reduce the commitments under the Bridge Facility. SpinCo and Dana anticipate that the\ndefinitive documentation governing any Additional Permanent Financing will contain customary covenants for financing transactions of a similar nature and will carry an interest rate based on then-current market conditions. There can be no assurance\nregarding if or when any Additional Permanent Financing will be consummated or the terms of any Additional Permanent Financing. Following the Merger, Second Merger Sub and certain of its and SpinCo’s subsidiaries are expected to guarantee\nindebtedness incurred by SpinCo in connection with the Transactions.

The aggregate proceeds of the Bridge Facility, the\nTerm A Facility and any Additional Permanent Financing will be used by SpinCo and Dana to fund the SpinCo Cash Payment, consummate the Dana Refinancing, refinance or replace the Bridge Facility and/or pay fees and expenses related to the\nTransactions.

This proxy statement/prospectus is not intended to and does not constitute an offer to sell or the\nsolicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any debt securities of Dana, Second Merger Sub or SpinCo. No offer of debt securities will be made in the United States absent registration under the\nSecurities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

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MANAGEMENT

Directors and Executive Officers Following the Transactions

The following sets forth the names and ages of the expected directors and executive officers of the combined company following\ncompletion of the Transactions, their expected positions with the combined company following completion of the Transactions and summaries of their backgrounds and business experience. For purposes of this section, “executive officers”\nrefers to the persons expected to serve as executive officers of the combined company for SEC reporting purposes. The combined company’s executive officers will serve on the combined company’s Executive Leadership Team. All executive\nofficers will be elected or appointed by the Combined Company Board and will hold office until their successors are elected or appointed or until their earlier resignation or removal.


Name	Age		Position
R. Bruce McDonald		66		Executive Chairman and Director
Byron S. Foster		58		Chief Executive Officer and Director
Timothy R. Kraus		57		Chief Financial Officer
Douglas H. Liedberg		59		Chief Legal Officer
Ernesto M. Hernández		68		Director
Gerald Johnson		64		Director
Bridget E. Karlin		70		Director
Nora E. LaFreniere		55		Director
Michael J. Mack, Jr.		69		Director
Heath Monesmith		56		Director
H. Olivia Nelligan		51		Director
Diarmuid B. O’Connell		62		Director

The combined company’s management team will also include a Chief Technology Officer,\nChief Purchasing Officer, Chief Information Officer, Chief Human Resources Officer and SVP, Global Operations. The broader management team will be comprised of representatives from both Dana and Eaton selected based on experience, qualifications and\nexpected ability to contribute to the combined company’s strategic and operational objectives.

Director and Executive Officer Biographies\n

R. Bruce McDonald will serve as Executive Chairman and as a director of the combined company following\ncompletion of the Transactions. Mr. McDonald has served as Chairman of the Board of Directors and President and Chief Executive Officer of Dana since November 2024 and has served as a director of Dana since 2014. Previously, Mr. McDonald\nserved as Chairman and Chief Executive Officer of Adient plc, a global automotive supplier, from October 2016 to June 2018. Before that, Mr. McDonald held various senior leadership roles at Johnson Controls, Inc., including Executive Vice\nPresident and Vice Chairman, Executive Vice President and Chief Financial Officer, Assistant Chief Financial Officer, Vice President and Corporate Controller. Mr. McDonald currently serves as chairman of the board of directors of Andrew Peller\nLimited.

Byron S. Foster will serve as Chief Executive Officer and as a director of the combined company following\ncompletion of the Transactions. Mr. Foster has served as President and Chief Executive Officer of Dana since July 1, 2026. He previously served as Senior Vice President and President, Light Vehicle Systems of Dana from July 2021 until July\n2026. He joined Dana in 2021 as Senior Vice President and Chief Commercial, Marketing and Communications Officer and later in 2021 assumed his Light Vehicle Systems role. Prior to joining Dana, Mr. Foster served as Chief Executive Officer at\nShield T3, LLC from September 2020 to February 2021 and as Executive Vice President, Seating at Adient plc from October 2016 to February 2019. He also has more than two decades of senior leadership experience, including executive roles at\nJohnson Controls, Inc. and Adient plc. Mr. Foster is a member of the board of directors of Wabtec Corporation and holds a Bachelor of Business Administration from the University of Michigan and a Master of Business Administration from\nNorthwestern University.

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Timothy R. Kraus will serve as Chief Financial Officer of the\ncombined company following completion of the Transactions. Mr. Kraus has served as Executive Vice President and Chief Financial Officer of Dana since July 2026. He previously served as Senior Vice President and Chief Financial Officer of Dana\nfrom December 2021 to July 2026, as Senior Vice President of Finance and Treasurer of Dana from January 2017 to December 2021 and as Vice President of Finance and Treasurer of Dana from December 2016 to January 2017.

Douglas H. Liedberg will serve as Chief Legal Officer of the combined company following completion of the Transactions.\nMr. Liedberg has served as Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary of Dana since June 2025. He previously served as Senior Vice President, General Counsel and Secretary, Chief Compliance and\nSustainability Officer of Dana from January 2020 to June 2025; Senior Vice President, General Counsel and Secretary, Chief Compliance Officer of Dana from May 2017 to January 2020; and Associate General Counsel of Dana from November 2008 to April\n2017.

Ernesto M. Hernández will serve as a director of the combined company following completion of the\nTransactions. Mr. Hernández is retired. He most recently served as President and Managing Director of General Motors de Mexico, a wholly owned subsidiary of General Motors Company, from June 2011 to August 2019, where he was responsible\nfor General Motors’ operations in Mexico, Central America and the Caribbean. He currently serves as a board member of Constellation Brands, Inc. and BRP, Inc.

Gerald Johnson will serve as a director of the combined company following the Transactions. Mr. Johnson is the retired\nexecutive vice president, Global Manufacturing and Sustainability, of General Motors Company, an automotive manufacturer, where he led the company’s global manufacturing operations, labor relations and sustainable workplace practices. Over the\ncourse of his career, spanning more than 40 years at GM, he oversaw safety, quality and productivity, and held several roles of increasing responsibility, including Executive Vice President, Global Manufacturing and Sustainability from 2019 until\nhis retirement in 2024, Vice President, Manufacturing and Labor Relations, North America from 2017 to 2019, and Vice President, Global Operational Excellence from 2014 to 2017.

Bridget E. Karlin will serve as a director of the combined company following completion of the Transactions.\nMs. Karlin is retired. She most recently served as Senior Vice President of Information Technology at Kaiser Permanente from 2021 to 2024. Before that, she served as Global Managing Director, Global Chief Technology Officer and Vice President\nof IBM Corporation from 2017 to 2021, and as General Manager of Intel Corporation from 2011 to 2017. She currently serves as a director of LyondellBasell and Lumexa Imaging Holdings, Inc.

Nora E. LaFreniere will serve as a director of the combined company following the completion of the Transactions.\nMs. LaFreniere is Executive Vice President and General Counsel of Otis Worldwide Corporation, where she oversees global legal operations, including compliance, corporate secretary, intellectual property, government relations, quality and\nenvironmental, health and safety functions. She also leads the Business Development team and is responsible for M&A strategy and execution. She previously held leadership positions at United Technologies Corporation, including serving as Vice\nPresident and General Counsel for UTC Building & Industrial Systems and UTC Climate Controls & Security. Ms. LaFreniere holds a Juris Doctor from the University of Notre Dame and a Bachelor of Arts in Political Science and\nPhilosophy from the University of California, San Diego.

Michael J. Mack, Jr. will serve as a director of the\ncombined company following the completion of the Transactions. Mr. Mack is retired. He most recently served as Group President, John Deere Financial Services, Global Human Resources and Public Affairs at Deere & Company from October\n2014 to November 2016. He previously served as President, Worldwide Construction & Forestry Division; Senior Vice President and Chief Financial Officer; Vice President and Treasurer; and Senior Vice President, Marketing and Administration\nfor Deere’s Worldwide Commercial & Consumer Equipment Division.

Heath Monesmith will serve as a\ndirector of the combined company following the completion of the Transactions. Mr. Monesmith is Eaton’s president and chief operating officer, Electrical Sector, responsible for the company’s global Electrical business. Prior to this\nrole, he served as president and chief operating officer for

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\nEaton’s Industrial Sector, where he was responsible for the company’s Aerospace, Hydraulics, Vehicle, Filtration, eMobility and Golf Pride businesses as well as operations in\nAsia-Pacific and Central & South America. Before leading the Industrial Sector, Mr. Monesmith served in positions of increasing responsibility in the Eaton Law Department, most recently as the company’s executive vice president and general\ncounsel. Mr. Monesmith joined Eaton in 2012 as part of the Cooper Industries acquisition. Beginning in 2006, he served in a variety of roles at Cooper Industries, including vice president and associate general counsel of litigation, and\nexecutive vice president, Human Resources. Before joining Cooper Industries, Mr. Monesmith was a partner at the K&L Gates law firm in Pittsburgh, Pennsylvania.

H. Olivia Nelligan will serve as a director of the combined company following the completion of the Transactions.\nMs. Nelligan serves as Executive Vice President, Chief Financial Officer and Chief Strategy Officer of CHS Inc., a global agribusiness, where she oversees finance and strategic planning activities. Prior to joining CHS, she served as Chief\nExecutive Officer of Nasco, LLC and held senior roles at Kerry Group plc, including Global Chief Financial and Strategic Planning Officer for its Taste and Nutrition division. Ms. Nelligan serves on the board of directors of Ardent Mills. She\nholds a bachelor’s degree in civil law and a higher diploma in business and financial information systems from University College Cork, Ireland, and a Master of Business Administration from the University of Wisconsin–Madison. She is a\nfellow of Chartered Accountants Ireland and an associate member of the Institute of Taxation in Ireland.

Diarmuid B.\nO’Connell will serve as a director of the combined company following the completion of the Transactions. Mr. O’Connell currently serves as the lead independent director of the Dana board. Mr. O’Connell is the former\nVice President of Business and Corporate Development and was a member of the executive team at Tesla, Inc., where he served from July 2006 to September 2017. He also served as Chief Strategy Officer, Global Head of Business Development and\nPartnerships of Fair from January 2018 to April 2019. Earlier in his career, he served as Chief of Staff for Political Military Affairs at the U.S. State Department and worked in corporate strategy and management consulting. Mr. O’Connell\ncurrently serves as a board member of Albemarle Corporation, VolvoCars AB and Clarios International Inc.

Family Relationships

There are no family relationships between any of the combined company’s expected executive officers or directors.

Corporate Governance

Board Leadership Structure\n

Following completion of the Transactions, R. Bruce McDonald is expected to serve as Executive Chairman of the\nCombined Company Board and Byron S. Foster is expected to serve as Chief Executive Officer of the combined company. The Combined Company Board believes that this leadership structure will be appropriate following completion of the Transactions\nbecause it will allow the combined company to benefit from Mr. Foster’s executive leadership, Mr. McDonald’s extensive industry and institutional knowledge and the independent leadership of the Combined Company Board’s\nlead independent director, if appointed. The Combined Company Board will evaluate its leadership structure from time to time and may determine to combine the roles of chair and Chief Executive Officer in the future if it determines that doing so\nwould be in the best interests of the combined company and its stockholders.

Board Composition and Director Independence

The Combined Company Board will determine whether each director qualifies as an “independent director” when first\nelected to the Combined Company Board and annually thereafter. To assist in making these determinations, the combined company expects to adopt director independence standards. Under those standards, if a director has a relationship with the combined\ncompany, either directly or as a partner, shareholder or officer of an organization that has a relationship with the combined company, the Combined Company Board will consider all relevant facts and circumstances in determining whether the\nrelationship would interfere with the exercise of the director’s independence from the combined company and its management, taking into account, among other things, the significance of the relationship to the combined company, to the director\nand to the persons or organizations with which the director is affiliated.

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Following the completion of the Transactions, the Combined Company Board\nwill consist of the Dana Nominees and the Eaton Nominees. The Merger Agreement provides that the Eaton Nominees must meet the requirements under the rules and regulations of the NYSE to be considered independent directors and must have skills that\nare complementary to those of the existing Dana directors. The Eaton Nominees are subject to Dana’s prior approval, which may not be unreasonably withheld, conditioned or delayed. From and after the completion of the Transactions, the combined\ncompany will nominate the Eaton Nominees to stand for election to the Combined Company Board at each annual meeting held through the second annual meeting of the combined company’s stockholders following the Closing Date, and the combined\ncompany will recommend that its stockholders vote in favor of the election of the Eaton Nominees at each such annual meeting. See “The Transaction Agreements—The Merger Agreement—Post-Closing Combined Company Board of Directors and\nOfficers.”

The combined company anticipates that, prior to completion of the Transactions, the Combined Company\nBoard will determine that a majority of the expected directors meet the applicable standards for independence and have no material relationship with the combined company other than as directors. Based on independence determinations made by the Dana\nboard in connection with Dana’s 2026 annual stockholders’ meeting, Messrs. Hernández, Mack and O’Connell and Mses. Karlin, LaFreniere and Nelligan were determined to be independent under applicable NYSE listing standards.\n

Non-Management Directors and Communication with the Board

The non-management directors of the combined company are expected to meet at regularly\nscheduled executive sessions without management. Diarmuid B. O’Connell, as lead independent director, will preside over these sessions. Interested parties may communicate directly with Mr. O’Connell, as lead independent director, or\nwith the non-management directors as a group by sending written correspondence, delivered via United States mail or courier service, to: Corporate Secretary, Dana Incorporated, 3939 Technology Drive, Maumee,\nOH 43537, Attn: Non-Management Directors. Alternatively, stockholders may send communications to the full Combined Company Board by sending written correspondence to the same address, Attn: Full Board of\nDirectors.

Board Committees

The Combined Company Board will have several committees, as set forth in the following chart and described below. The names of\nthe directors expected to initially serve on the committees and the committee chairs are also set forth in the chart. Each committee will operate pursuant to a written charter adopted by the Combined Company Board. The committee charters will be\navailable on the combined company’s website.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Michael J. Mack, Jr.⁽¹⁾	Bridget E. Karlin⁽¹⁾	Nora E. LaFreniere⁽¹⁾
Bridget E. Karlin	Ernesto M. Hernández	Ernesto M. Hernández
Nora E. LaFreniere	H. Olivia Nelligan	Michael J. Mack, Jr.
H. Olivia Nelligan	Diarmuid B. O’Connell	Diarmuid B. O’Connell

\n\n\n

(1)

Chair

Audit Committee

As provided in its written charter to be adopted by the Combined Company Board, the Audit Committee will consist solely of\ndirectors who meet the independence and experience requirements of applicable rules of the NYSE and the SEC with respect to audit committee members. The Audit Committee will be responsible, among other things, for providing assistance to the\nCombined Company Board by overseeing: (a) the integrity of the combined company’s financial statements; (b) the combined company’s compliance with legal and regulatory requirements; (c) the independent registered public\naccounting firm’s qualifications and independence; (d) the performance of the combined company’s internal audit function and independent registered public accounting firm; and (e) the preparation of the “Audit Committee\nReport” required by SEC rules. The Combined Company Board expects to determine that Mr. Mack and Ms. Nelligan qualify as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

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Compensation Committee

The Compensation Committee will establish and evaluate the combined company’s executive compensation policies and\nprograms, administer the combined company’s stock, incentive and retirement plans and monitor compliance with laws and regulations applicable to the documentation and administration of the combined company’s employee benefit plans, among\nother things. The Combined Company Board expects to determine that all members of the Compensation Committee will be independent pursuant to independence requirements established from time to time by the Combined Company Board and the listing\nstandards of the NYSE.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee will monitor the effectiveness of the Combined Company Board and oversee\ncorporate governance issues. Among its various other duties, the Nominating and Corporate Governance Committee will review and recommend to the full Combined Company Board candidates to become board members, develop and administer performance\ncriteria for members of the Combined Company Board, and oversee matters relating to the size of the Combined Company Board, its committee structure and assignments and the conduct and frequency of meetings of the Combined Company Board. The Combined\nCompany Board expects to determine that all members of the Nominating and Corporate Governance Committee will be independent pursuant to independence requirements established from time to time by the Combined Company Board and the listing standards\nof the NYSE.

Compensation Committee Interlocks and Insider Participation

None of the expected members of the combined company’s Compensation Committee is expected to be an officer or employee of\nthe combined company or any of its subsidiaries. In addition, none of the combined company’s expected executive officers is expected to serve as a member of the board of directors or compensation committee, or other committee performing\nequivalent functions, of any entity that has one or more executive officers expected to serve on the Combined Company Board or the combined company’s Compensation Committee.

Risk Oversight

The\ncombined company expects to maintain a risk management program overseen by its Executive Leadership Team. In particular, the combined company’s Chief Financial Officer and Chief Legal Officer are expected to have responsibility for this area.\nIn addition, the combined company’s business unit presidents and functional leads are expected to oversee strategic and operational risks, including cybersecurity risks. Risks will be identified and prioritized by management, and each of these\nrisks will be reviewed by the Audit Committee, the Nominating and Corporate Governance Committee or the full Combined Company Board, as appropriate. For example, strategic risks are expected to be overseen by the full Combined Company Board,\nfinancial and cybersecurity risks are expected to be overseen by the Audit Committee and sustainability risks are expected to be overseen by the Nominating and Corporate Governance Committee. Management will regularly report on each such risk to the\napplicable committee or the full Combined Company Board. Additional review or reporting on risks will be conducted as needed or as requested by the Combined Company Board or any committee. The Compensation Committee will periodically review the most\nimportant risks to ensure that the combined company’s compensation programs do not encourage excessive risk-taking.

Standards of Business\nConduct

Prior to or in connection with completion of the Transactions, the combined company expects to adopt standards\nof business conduct for employees and standards of business conduct for members of the Combined Company Board. These standards will be available on the combined company’s website. The standards of business conduct for employees will apply to\nall employees, including the combined company’s principal executive officer, principal financial officer and principal accounting officer. The combined company intends to disclose any amendments to, or waivers from, its standards of business\nconduct to the extent required by applicable SEC rules and NYSE listing standards.

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DESCRIPTION OF SPINCO CAPITAL STOCK AFTER THE MERGER

The following description of the material terms of the capital stock of SpinCo includes a summary of certain provisions of\nSpinCo’s certificate of incorporation (the “SpinCo certificate of incorporation”) and bylaws (the “SpinCo bylaws”). The summaries and descriptions below do not purport to be complete statements of the relevant\nprovisions of, and are qualified in their entirety by, the SpinCo certificate of incorporation and the SpinCo bylaws, forms of which are filed as exhibits to the registration statement of which this proxy statement/prospectus forms a part.

SpinCo Common Stock

SpinCo’s authorized capital structure consists of 1,000 shares of common stock, par value $0.001 per share. Currently,\nthere are 1,000 shares of common stock and no shares of preferred stock outstanding. All of the outstanding shares of common stock are held indirectly by the sole stockholder of SpinCo, Eaton. In the Distribution, Eaton will cause SpinCo to\nissue 100% of the shares of SpinCo common stock to Eaton shareholders through the Exchange Offer followed by, in the event the Exchange Offer is not fully subscribed, the Clean-Up Spin-Off. In the Exchange Offer, Eaton will offer its shareholders the option to redeem all or a portion of their Eaton Ordinary Shares in exchange for the issuance of shares of SpinCo common stock. In the event the\nExchange Offer is not fully subscribed because the number of Eaton Ordinary Shares elected to be redeemed and accepted by Eaton results in fewer than all of the shares of SpinCo common stock being exchanged, Eaton will cause SpinCo to issue the\nremaining shares of SpinCo common stock on a pro rata basis to Eaton shareholders whose Eaton Ordinary Shares remain outstanding after consummation of the Exchange Offer. Following consummation of the Exchange Offer and any Clean-Up Spin-Off, 100% of the SpinCo common stock held by Eaton will be canceled and extinguished.

Following the effective time of the Merger, the Merger Distribution Agent will deliver to each former holder of Dana common\nstock evidence of book-entry authorizations representing the number of whole shares of SpinCo common stock that such holder is entitled to receive pursuant to the Merger, together with, if applicable, cash in lieu of any fractional shares of SpinCo\ncommon stock to which such holder would otherwise have been entitled (after aggregating all fractional shares that would otherwise have been issuable to such holder). Dana stockholders will not physically receive any certificated shares of SpinCo\ncommon stock. For additional information, see the section titled “The Transactions—The Mergers.”

General

Upon consummation of the Distribution, Eaton will cause SpinCo to effect the issuance of all of the outstanding shares of\nSpinCo common stock to Eaton shareholders. No holder of shares of SpinCo common stock will be entitled to preemptive, redemption or conversion rights. The SpinCo certificate of incorporation will be amended to increase the total number of shares of\ncommon stock which SpinCo has the authority to issue in the Exchange Offer, or, in the event the Exchange Offer is not fully subscribed, the Clean-Up Spin-Off.

Voting Rights

Each holder of SpinCo common stock is entitled to one vote on each matter submitted to a vote at a meeting of stockholders for\neach share of SpinCo common stock held of record as of the applicable record date. Except as otherwise provided by law, applicable securities exchange rules or other applicable rules or regulations, the affirmative vote of a majority of the voting\npower of the outstanding Voting Stock (defined as SpinCo’s capital stock, of any class or series, entitled to vote generally in the election of directors) present in person or represented by proxy at a meeting at which a quorum is present and\nentitled to vote on the subject matter constitutes the act of the stockholders on matters other than the election of directors. Directors are elected at each annual meeting of stockholders by a plurality of the votes of the shares present in person\nor represented by proxy and entitled to vote on the election of directors. In an uncontested election, any director nominee who receives a greater number of votes “withheld” from election than votes “for” election must\npromptly offer his or her resignation to the SpinCo board.

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Dividends

Subject to the rights, if any, of holders of any series of preferred stock, holders of SpinCo common stock are entitled to\nreceive dividends, if any, as may be declared from time to time by the SpinCo board in its discretion out of funds legally available for the payment of dividends.

Liquidation Rights

Subject to the rights, if any, of holders of any series of preferred stock, holders of SpinCo common stock will share ratably\nin all assets legally available for distribution to SpinCo stockholders in the event of dissolution.

Trading Market

There currently is no trading market for SpinCo common stock. SpinCo intends to apply to list SpinCo common stock on the NYSE\nunder the ticker symbol “DAN”.

Anti-Takeover Effects of the Delaware General Corporation Law, the SpinCo Certificate of\nIncorporation and the SpinCo Bylaws

The SpinCo certificate of incorporation and the SpinCo bylaws contain certain\nprovisions that may have the effect of delaying, deferring or preventing a change in control over SpinCo. SpinCo expects that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids.\nThese provisions are also designed to encourage persons seeking to acquire control of SpinCo to first negotiate with the SpinCo board, which SpinCo believes may result in an improvement of the terms of any such acquisition in favor of its\nstockholders. However, they may also discourage acquisitions that some stockholders may favor.

Stockholder Action by Written Consent

The SpinCo certificate of incorporation provides that any action required or permitted to be taken by SpinCo stockholders must\nbe effected at a duly called annual or special meeting of stockholders and may not be effected by written consent.

Special Meeting of Stockholders\n

The SpinCo bylaws provide that special meetings of SpinCo stockholders may be called only by (a) the Chairman\nof the SpinCo board, (b) the President or (c) the Secretary within ten calendar days after receipt by the Chairman and the Secretary of a written request of (i) a majority of the directors then in office or (ii) solely to the\nextent permitted by the SpinCo bylaws by the Secretary following a proper stockholder request.

A stockholder-requested\nspecial meeting may only be requested by a stockholder, or group of stockholders, with Net Beneficial Ownership (as defined in the SpinCo bylaws) of at least 20% of the voting power of the outstanding capital stock, of any class or series, entitled\nto vote generally in the election of directors, voting together as a single class. The business transacted at such meeting must be limited to the purposes specified in SpinCo’s notice of meeting, subject to SpinCo’s ability to submit\nmatters to stockholders at that meeting.

The SpinCo bylaws provide that notice of each stockholder meeting must generally\nbe given not less than ten nor more than 60 calendar days before the meeting date. The notice shall state the place, if any, date and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is\ncalled.

Advance Notice or Other Procedures for Stockholder Proposals and Nominations of Candidates for Election to the SpinCo Board\n

The SpinCo bylaws provide that nominations of persons for election to the SpinCo board and the proposal of any\nother business to be considered by SpinCo stockholders may be made at any annual meeting of

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\nstockholders (a) pursuant to SpinCo’s notice of meeting (or any supplement thereto), (b) by or at the direction of the SpinCo board (or any duly authorized committee thereof), (c) by\nany stockholder of SpinCo who (i) is a stockholder of record of SpinCo at the time of the giving of the notice required by the SpinCo bylaws, (ii) is entitled to vote at such meeting and (iii) who complies with all applicable\nprocedures set forth in the SpinCo bylaws, or (d) solely with respect to nominations of persons for election to the SpinCo board, by an Eligible Stockholder (as defined in the SpinCo bylaws) whose Stockholder Nominee (as defined in the SpinCo\nbylaws) is included in SpinCo’s proxy materials for the annual meeting pursuant to the SpinCo bylaws.

In addition\nto any other applicable requirements, for a nomination to be made or other business to be properly brought before a meeting by a stockholder pursuant to the SpinCo bylaws, such stockholder must give timely notice of any such proposal in proper\nwritten form to SpinCo’s Secretary. To be timely, a stockholder’s notice must be delivered to SpinCo’s Secretary at SpinCo’s principal executive offices (a) in the case of an annual meeting of stockholders, not earlier\nthan 120 days and not later than 90 days before the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is not within 25 days before or after such anniversary date,\nnotice must be so delivered not later than the close of business on the tenth day following the day on which notice of the date of such annual meeting is first given to stockholders or public announcement of the date of such annual meeting is first\nmade by SpinCo, whichever occurs first; and (b) in the case of a special meeting of stockholders, not later than the close of business on the tenth day following the day on which notice of the date of such special meeting is first given to\nstockholders or public announcement of the date of such special meeting is first made by SpinCo, whichever occurs first.

In no event shall the adjournment or postponement of an annual or special meeting, or the public announcement of such an\nadjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

The SpinCo bylaws also provide for “proxy access” nominations, pursuant to which a stockholder, or group of up to\n20 stockholders, that has continuously owned at least 3% of the voting power of SpinCo’s outstanding Voting Stock for at least three years may nominate and have included in SpinCo’s proxy materials director nominees constituting up to\n25% of the SpinCo board, subject to compliance with the notice and eligibility requirements set forth in the SpinCo bylaws.

These provisions could have the effect of delaying until the next stockholder meeting any stockholder actions that are favored\nby the holders of a majority of SpinCo’s outstanding voting securities.

Removal of Directors

The SpinCo certificate of incorporation provides that any SpinCo director may be removed from office by the stockholders with\nor without cause, and only by stockholder action taken at an annual meeting or special meeting of stockholders, the notice of which states that removal of a director or directors is among the purposes of the meeting.

Vacancies on the SpinCo Board

The SpinCo certificate of incorporation provides that newly created directorships resulting from any increase in the authorized\nnumber of directors and vacancies on the SpinCo board resulting from resignation, disqualification, removal, death or other cause will be filled only by the affirmative vote of a majority of the remaining directors then in office, even if less than\na quorum, or by a sole remaining director. Any director so elected will hold office until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier\nresignation, disqualification, removal or death. No decrease in the authorized number of directors will shorten the term of any director.

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Exclusive Jurisdiction of Certain Actions

Unless SpinCo consents in writing to the selection of an alternative forum, the SpinCo certificate of incorporation requires\nthat the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), to the fullest extent permitted by law, will be the sole and exclusive forum for\n(a) any derivative action or proceeding brought on behalf of SpinCo; (b) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, agent or stockholder of SpinCo to SpinCo or its stockholders;\n(c) any action asserting a claim arising pursuant to any provision of the DGCL or the SpinCo certificate of incorporation or the SpinCo bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery; (d) any action asserting\na claim governed by the internal affairs doctrine; or (e) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL (in each case subject to the court having personal jurisdiction).\nSuch exclusive forum provision will not apply to any action or proceeding asserting a claim under the Exchange Act. Further, unless SpinCo consents in writing to the selection of an alternative forum, the federal district courts will be the sole and\nexclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Although SpinCo believes this provision benefits it by providing increased consistency in the application of Delaware law in the types\nof lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against SpinCo’s directors, officers, employees or agents.

Authorized but Unissued Shares

The authorized but unissued shares of SpinCo common stock and preferred stock are available for future issuance without\nstockholder approval, subject to any limitations imposed by the listing standards of the NYSE.

The SpinCo certificate of\nincorporation authorizes the SpinCo board to issue preferred stock in one or more series. Prior to the issuance of any series, the SpinCo board is authorized to fix, by resolution, the number of shares to be included in such series and the\ndesignation, powers, preferences, and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, of such series. These additional shares may be used for a variety of corporate finance\ntransactions, acquisitions and employee benefit plans. The existence of authorized but unissued common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of SpinCo by means of a proxy contest, tender\noffer, merger or otherwise.

Amendment to the SpinCo Bylaws and the SpinCo Certificate of Incorporation

The SpinCo bylaws provide that, except as otherwise provided by law, the SpinCo certificate of incorporation or the SpinCo\nbylaws, the SpinCo bylaws may be amended or repealed at any time either at a meeting of stockholders, provided that any amendment or supplement proposed to be acted upon at such meeting has been described or referred to in the notice of meeting, or\nby the SpinCo board.

The SpinCo certificate of incorporation may be amended in the manner prescribed by the laws of the\nState of Delaware. The DGCL provides generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation’s certificate of incorporation or bylaws is required to approve such amendment.\n

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COMPARISON OF THE RIGHTS OF DANA STOCKHOLDERS BEFORE AND AFTER\nTHE TRANSACTIONS

Dana and SpinCo are each incorporated under the laws of the State of Delaware and subject to the\nprovisions of the DGCL. The rights of holders of Dana common stock are currently governed by the Dana certificate of incorporation and the Dana bylaws, together with Delaware law, including the DGCL. Upon consummation of the Transactions, Second\nMerger Sub will survive as a wholly owned subsidiary of SpinCo, and former Dana stockholders who receive shares of SpinCo common stock in the Merger will thereafter have their rights as SpinCo stockholders governed by the SpinCo certificate of\nincorporation, the SpinCo bylaws and Delaware law, including the DGCL.

The following description summarizes the rights\nassociated with Dana common stock prior to the Transactions and SpinCo common stock following consummation of the Transactions. Although Dana and SpinCo believe that this summary covers the material rights of Dana stockholders before and after the\nTransactions, this summary may not contain all of the information that is important to you and does not purport to be a complete discussion of stockholders’ rights. The identification of specific differences is not intended to indicate that\nother differences do not exist.

You are urged to read carefully the relevant provisions of the DGCL, the Dana certificate\nof incorporation, the Dana bylaws, the SpinCo certificate of incorporation and the SpinCo bylaws. Copies of the Dana certificate of incorporation and the Dana bylaws are filed as exhibits to Dana’s periodic reports filed with the SEC and are\nincorporated by reference into this proxy statement/prospectus. Copies of the SpinCo certificate of incorporation and bylaws, each as currently in effect, together with the forms of the amended and restated SpinCo certificate of incorporation and\namended and restated SpinCo bylaws, are filed as exhibits to the registration statement of which this proxy statement/prospectus forms a part. See “Where You Can Find Additional Information; Incorporation by Reference.”

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	Rights of Dana Stockholders	Rights of SpinCo Stockholders
Authorized Capital Stock	The total number of shares of capital stock that Dana is authorized to issue is 500,000,000 shares, consisting of\n450,000,000 shares of Common Stock, par value $0.01 per share, and 50,000,000 shares of Preferred Stock, par value $0.01 per share. Subject to the rights of the holders of any series of preferred stock, the number of authorized shares of common\nstock or preferred stock may be increased or decreased, but not below the number of shares then outstanding, by the affirmative vote of holders of a majority of the voting power of Dana’s outstanding capital stock, of any class or series,\nentitled to vote generally in the election of directors (“Voting Stock”) and entitled to vote on the matter, without a separate class vote of the holders of common stock or preferred stock.	The total number of shares of capital stock that SpinCo is authorized to issue is 1,000 shares, consisting of\n1,000 shares of common stock. Subject to the\nrights of the holders of any series of preferred stock, the number of authorized shares of common stock or preferred stock may be increased or decreased, but not below the number of shares then outstanding, by the affirmative vote of holders of a\nmajority of the voting power of SpinCo’s outstanding capital stock, of any class or series, entitled to vote generally in the election of directors (“Voting Stock”) and entitled to vote on the matter, without a separate class vote\nof the holders of common stock or preferred stock.

Preferred Stock	The Dana certificate of incorporation authorizes the Dana board to issue preferred stock in one or more series. Prior to\nthe issuance of any series, the Dana	The SpinCo certificate of incorporation authorizes the SpinCo board to issue preferred stock in one or more series. Prior\nto the issuance of any series, the SpinCo

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	board is authorized to fix, by resolution, the number of shares to be included in such series and the designation, powers,\npreferences, and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, of such series.	board is authorized to fix, by resolution, the number of shares to be included in such series and the designation, powers,\npreferences, and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, of such series.

Dividends	The holders of Dana common stock are entitled to receive dividends, if any, as declared from time to time by the Dana board\nin its discretion out of funds legally available for the payment of dividends.	The holders of SpinCo common stock are entitled to receive dividends, if any, as may be declared from time to time by the\nSpinCo board in its discretion out of funds legally available for the payment of dividends.

Special Meetings of Stockholders	A special meeting of Dana stockholders may be called only by (a) the Chairman of the Dana board, (b) the President,\nor (c) the Secretary within ten calendar days after receipt by the Chairman and the Secretary of the written request of (i) a majority of the directors then in office or (ii) the holders of at least 20% of the voting power of the\noutstanding Voting Stock, voting together as a single class, in each case to transact only such business as is specified in Dana’s notice of the meeting. \n The Dana bylaws provide that notice of each stockholder meeting must generally be given not less than ten nor more than 60 calendar days before\nthe meeting date. The notice must state the place, if any, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. \n The Dana bylaws provide that the holders of a majority of\nthe voting power of the outstanding Voting Stock entitled to vote at a special meeting, present in person or represented by proxy, will constitute a quorum.	Special meetings of SpinCo stockholders may be called only by (a) the Chairman of the SpinCo board, (b) the\nPresident or (c) the Secretary within ten calendar days after receipt by the Chairman and the Secretary of a written request of (i) a majority of the directors then in office or (ii) solely to the extent permitted by the SpinCo bylaws\nby the Secretary following a proper stockholder request. \n A stockholder-requested special meeting may only be requested by a stockholder, or group of stockholders, with Net Beneficial Ownership (as\ndefined in the SpinCo bylaws) of at least 20% of the voting power of the outstanding Voting Stock, voting together as a single class. The business transacted at such meeting must be limited to the purposes specified in SpinCo’s notice of\nmeeting, subject to SpinCo’s ability to submit matters to stockholders at that meeting. \n The SpinCo bylaws provide that notice of each stockholder meeting must generally be given not less than ten nor more than 60 calendar days\nbefore the meeting date. The notice must state the place, if any, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. \n The SpinCo bylaws provide that the holders of a majority\nof the voting power of the outstanding Voting Stock entitled to vote at a special meeting, present in person or represented by proxy, will constitute a quorum.

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Special Meetings of the Board of Directors	The Dana bylaws provide that special meetings of the Dana board may be called by the Chairman or the President on one\nday’s notice to each director who has not waived notice, and will be called by the Chairman or the President, in like manner and on like notice, on the written request of a majority of at least two directors. Special meetings of the Dana board\nmay be held at such time and place, either within or without the State of Delaware, as is determined by the Dana board or specified in the notice of any such meeting.	The SpinCo bylaws provide that special meetings of the SpinCo board may be called by the Chairman or the President on one\nday’s notice to each director who has not waived notice, and will be called by the Chairman or the President, in like manner and on like notice, upon the written request of a majority of the directors. Special meetings of the SpinCo board may\nbe held at such time and place, either within or outside the State of Delaware, as is determined by the board or specified in the notice of any such meeting.

Quorum and Manner of Acting at Meetings of the Board	A majority of the Whole Board (defined as the total number of directors that Dana would have if there were no vacancies on\nthe Dana board) constitutes a quorum for the transaction of business at meetings of the Dana board. Except for actions required to be taken by committees of the Dana board or actions required by the Dana bylaws or the Dana certificate of\nincorporation to be taken by a majority of the Whole Board, the act of a majority of the directors present at a meeting at which a quorum is present constitutes the act of the Dana board. If a quorum is not present, the directors present, by vote of\na majority of those directors present, may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum is present.	A majority of the Whole Board (defined as the total number of directors that SpinCo would have if there were no vacancies\non the SpinCo board) constitutes a quorum for the transaction of business at meetings of the SpinCo board. Except for actions required to be taken by committees of the SpinCo board or actions required by the SpinCo bylaws or the SpinCo certificate\nof incorporation to be taken by a majority of the Whole Board, the act of a majority of the directors present at a meeting at which a quorum is present constitutes the act of the SpinCo board. If a quorum is not present, the directors present, by\nvote of a majority of those directors present, may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum is present.

Stockholder Action by Written Consent	The Dana certificate of incorporation provides that any action required or permitted to be taken by Dana stockholders must\nbe effected at a duly called annual or special meeting of stockholders and may not be effected by written consent.	The SpinCo certificate of incorporation provides that any action required or permitted to be taken by SpinCo stockholders\nmust be effected at a duly called annual or special meeting of stockholders and may not be effected by written consent.

Advance Notice or Other Procedures for Stockholder Proposals and Nominations of Candidates for Election to the Board of Directors	The Dana bylaws provide that director nominations and proposals for other business to be conducted at a stockholder meeting\nmay be made by any Dana stockholder who, as of the record date for such meeting, is entitled to vote at such meeting and who complies with the notice procedures set forth in the Dana bylaws. The Dana bylaws require a stockholder to	The SpinCo bylaws provide that director nominations and proposals for other business to be conducted at a stockholder\nmeeting may be made by any SpinCo stockholder who, as of the record date for such meeting, is entitled to vote at such meeting and who complies with the notice procedures set forth in the SpinCo bylaws. The SpinCo bylaws require a\nstockholder

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	give timely notice, in writing, to Dana’s Secretary and provide certain required information, although the SpinCo\nbylaws expand the required disclosures that a nominating or proposing stockholder (and certain related persons) must include with its notice, as compared to the Dana bylaws. \n A stockholder’s notice is considered timely if\ndelivered to Dana’s Secretary at Dana’s principal executive offices (a) in the case of an annual meeting, not earlier than 120 days and not later than 90 days before the first anniversary of the preceding year’s annual\nmeeting; provided, however, that in the event that the date of the annual meeting is not within 25 days before or after such anniversary date, notice must be so delivered not later than the close of business on the tenth day following the day on\nwhich notice of the date of such annual meeting is first given to stockholders or public announcement of the date of such annual meeting is first made by Dana, whichever occurs first; and (b) in the case of a special meeting, not later than the\nclose of business on the tenth day following the day on which notice of the date of such special meeting is first given to stockholders or public announcement of the date of such special meeting is first made by Dana, whichever occurs first. \n The Dana bylaws also provide for “proxy\naccess” nominations, pursuant to which a stockholder, or group of up to 20 stockholders, that has continuously owned at least 3% of the voting power of Dana’s outstanding Voting Stock for at least three years may nominate and have\nincluded in Dana’s proxy materials director nominees constituting up to 25% of the Dana board, subject to compliance with the notice and eligibility requirements set forth in the Dana bylaws.	give timely notice, in writing, to SpinCo’s Secretary and provide certain required information, although the SpinCo\nbylaws expand the required disclosures that a nominating or proposing stockholder (and certain related persons) must include with its notice, as compared to the Dana bylaws. \n A stockholder’s notice is considered timely if\ndelivered to SpinCo’s Secretary at SpinCo’s principal executive offices (a) in the case of an annual meeting, not earlier than 120 days and not later than 90 days before the first anniversary of the preceding year’s annual\nmeeting; provided, however, that in the event that the date of the annual meeting is not within 25 days before or after such anniversary date, notice must be so delivered not later than the close of business on the tenth day following the day on\nwhich notice of the date of such annual meeting is first given to stockholders or public announcement of the date of such annual meeting is first made by SpinCo, whichever occurs first; and (b) in the case of a special meeting, not later than\nthe close of business on the tenth day following the day on which notice of the date of such special meeting is first given to stockholders or public announcement of the date of such special meeting is first made by SpinCo, whichever occurs\nfirst. The SpinCo bylaws also provide for “proxy\naccess” nominations, pursuant to which a stockholder, or group of up to 20 stockholders, that has continuously owned at least 3% of the voting power of SpinCo’s outstanding Voting Stock for at least three years may nominate and have\nincluded in SpinCo’s proxy materials director nominees constituting up to 25% of the SpinCo board, subject to compliance with the notice and eligibility requirements set forth in the SpinCo bylaws.

Number of Directors and Composition of the Board of Directors	The Dana certificate of incorporation provides that the number of directors comprising the Dana board may not be less than\nthree or more than 15. The Dana bylaws provide that the authorized number	The SpinCo certificate of incorporation provides that the number of directors comprising the SpinCo board shall not be less\nthan three or more than 15.

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	of directors may be determined from time to time only by vote of a majority of the Whole Board.	The SpinCo bylaws provide that the authorized number of directors may be determined from time to time only by vote of a\nmajority of the Whole Board.

Voting Rights, Election of Directors	Each holder of Dana common stock is entitled to one vote on each matter submitted to a vote at a meeting of stockholders for\neach share of Dana common stock held of record as of the applicable record date. \n Except as otherwise provided by law, applicable securities exchange rules or other applicable rules or regulations, the affirmative vote of a\nmajority of the voting power of the outstanding Voting Stock present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the subject matter constitutes the act of the stockholders on matters other than\nthe election of directors. Directors are elected at\neach annual meeting of stockholders by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors. In an uncontested election, any director nominee who receives a greater number\nof votes “withheld” from election than votes “for” election must promptly offer his or her resignation to the Dana board.	Each holder of SpinCo common stock is entitled to one vote on each matter submitted to a vote at a meeting of stockholders\nfor each share of SpinCo common stock held of record as of the applicable record date. \n Except as otherwise provided by law, applicable securities exchange rules or other applicable rules or regulations, the affirmative vote of a\nmajority of the voting power of the outstanding Voting Stock present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the subject matter constitutes the act of the stockholders on matters other than\nthe election of directors. Directors are elected at\neach annual meeting of stockholders by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors. In an uncontested election, any director nominee who receives a greater number\nof votes “withheld” from election than votes “for” election must promptly offer his or her resignation to the SpinCo board.

Removal of Directors	The Dana certificate of incorporation provides that any Dana director may be removed from office by the stockholders with\nor without cause, and only by stockholder action taken at an annual meeting or special meeting of stockholders, the notice of which states that removal of a director or directors is among the purposes of the meeting.	The SpinCo certificate of incorporation provides that any SpinCo director may be removed from office by the stockholders\nwith or without cause, and only by stockholder action taken at an annual meeting or special meeting of stockholders, the notice of which states that removal of a director or directors is among the purposes of the meeting.

Vacancies on the Board of Directors	The Dana certificate of incorporation provides that newly created directorships resulting from any increase in the\nauthorized number of directors and vacancies on the Dana board resulting from resignation, disqualification, removal, death or other cause will be filled solely by the affirmative vote of a majority of the	The SpinCo certificate of incorporation provides that newly created directorships resulting from any increase in the\nauthorized number of directors and vacancies on the SpinCo board resulting from resignation, disqualification, removal, death or other cause will be filled solely by the affirmative vote of a majority of\nthe

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	remaining directors then in office, even if less than a quorum, or by a sole remaining director. Any director so elected\nwill hold office until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier resignation, disqualification, removal or death. No decrease in the\nauthorized number of directors will shorten the term of any director.	remaining directors then in office, even if less than a quorum, or by a sole remaining director. Any director so elected\nwill hold office until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier resignation, disqualification, removal or death. No decrease in the\nauthorized number of directors will shorten the term of any director.

Chairman Positions	The Dana board is empowered to elect a Chairman. The Chairman, or such other officer designated from time to time by a\nmajority of the Whole Board, will call stockholder meetings to order and act as presiding officer of such meetings.	The SpinCo board is empowered to elect a Chairman. The Chairman, or such other officer designated from time to time by a\nmajority of the Whole Board, will call stockholder meetings to order and act as presiding officer of such meetings.

Limitation on Liability of Directors and Officers	The Dana certificate of incorporation provides that no director (but not officers) will be personally liable to Dana or its\nstockholders for monetary damages for a breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it currently exists or may hereafter be amended. \n Any repeal or modification of this provision will not\nadversely affect any right or protection of a director existing prior to such repeal or modification.	The SpinCo certificate of incorporation provides that no director or officer will be personally liable to SpinCo or its\nstockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it currently exists or may hereafter\nbe amended. Any repeal or modification of this\nprovision will not adversely affect any right or protection of a director or officer existing prior to such repeal or modification. \n If the DGCL is amended to authorize the further elimination or limitation of the liability of directors or officers, the liability of\nSpinCo’s directors or officers will be eliminated or limited to the fullest extent authorized by the DGCL as so amended.

Indemnification of Directors and Officers	The Dana certificate of incorporation provides that each person who is or was a party or is threatened to be made a party\nto, or is otherwise involved in, a proceeding by reason of the fact that such person is or was a director or officer of Dana, or while serving as a director or officer was serving at Dana’s request as a director or officer of	The SpinCo certificate of incorporation provides that each person who is or was a party or is threatened to be made a party\nto, or is otherwise involved in, a proceeding by reason of the fact that such person is or was a director or officer of SpinCo, or while serving as a director or officer was serving at SpinCo’s request as a director\nor

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	another enterprise, will be indemnified and held harmless by Dana to the fullest extent permitted or required by the\nDGCL. The indemnification covers expenses, including\nattorneys’ fees, judgments, fines, ERISA excise taxes or penalties and settlement amounts actually and reasonably incurred in connection with the proceeding, except that Dana will indemnify an indemnitee in connection with a proceeding\ninitiated by the indemnitee only if the proceeding was authorized by the Dana board, other than proceedings to enforce indemnification rights. The Dana certificate of incorporation provides for the advancement of expenses incurred, subject to any\nundertaking required by the DGCL, and provides that indemnification and advancement rights are contract rights that continue after a person ceases to serve and inure to the benefit of the person’s heirs, executors and administrators.	officer of another enterprise, will be indemnified and held harmless by SpinCo to the fullest extent permitted or required by\nthe DGCL. The indemnification covers expenses,\nincluding attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and settlement amounts actually and reasonably incurred in connection with the proceeding, except that SpinCo will indemnify an indemnitee in connection with a\nproceeding initiated by the indemnitee only if the proceeding was authorized by the SpinCo board, other than proceedings to enforce indemnification rights. \n The SpinCo certificate of incorporation provides for the advancement of expenses incurred, subject to any undertaking required by the DGCL, and\nprovides that indemnification and advancement rights are contract rights that continue after a person ceases to serve and inure to the benefit of the person’s heirs, executors and administrators.

Amendments to Certificate of Incorporation	The Dana certificate of incorporation may be amended in the manner prescribed by the laws of the State of Delaware. The\nDGCL provides generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation’s certificate of incorporation or bylaws is required to approve such amendment.	The SpinCo certificate of incorporation may be amended in the manner prescribed by the laws of the State of Delaware. The\nDGCL provides generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation’s certificate of incorporation or bylaws is required to approve such amendment.

Amendments to Bylaws	The Dana bylaws provide that, except as otherwise provided by law, the Dana certificate of incorporation or the Dana\nbylaws, the Dana bylaws may be amended or repealed at any time either at a meeting of stockholders, provided that any amendment or supplement proposed to be acted upon at such meeting has been described or referred to in the notice of meeting, or by\nthe Dana board.	The SpinCo bylaws provide that, except as otherwise provided by law, the SpinCo certificate of incorporation or the SpinCo\nbylaws, the SpinCo bylaws may be amended or repealed at any time either at a meeting of stockholders, provided that any amendment or supplement proposed to be acted upon at such meeting has been described or referred to in the notice of meeting, or\nby the SpinCo board.

Certain Business Combinations	The Dana certificate of incorporation and bylaws do not impose any separate supermajority or heightened approval	The SpinCo certificate of incorporation and bylaws do not impose any separate supermajority or heightened\napproval

237

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	requirement for mergers, consolidations, sales of all or substantially all of Dana’s assets or similar business\ncombination transactions. Such transactions are therefore governed by the DGCL and any applicable provisions of the Dana certificate of incorporation and the Dana bylaws.	requirement for mergers, consolidations, sales of all or substantially all of SpinCo’s assets or similar business\ncombination transactions. Such transactions would therefore be governed by the DGCL and any applicable provisions of the SpinCo certificate of incorporation and the SpinCo bylaws.

Stockholder Rights Plan	Neither the Dana certificate of incorporation nor the Dana bylaws contain a specific stockholder rights plan provision. The\nDana certificate of incorporation does, however, authorize the issuance of preferred stock in one or more series, and authorizes the Dana board to fix the designation, powers, preferences, rights, qualifications, limitations and restrictions of any\nsuch series, including voting, dividend, redemption, liquidation, conversion, exchange, subscription and purchase rights.	Neither the SpinCo certificate of incorporation nor the SpinCo bylaws contain a specific stockholder rights plan provision.\nThe SpinCo certificate of incorporation does, however, authorize the issuance of preferred stock in one or more series, and authorizes the SpinCo board to fix the designation, powers, preferences, rights, qualifications, limitations and restrictions\nof any such series, including voting, dividend, redemption, liquidation, conversion, exchange, subscription and purchase rights.

238

U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE MERGERS

The following discussion is a summary of the U.S. federal income tax considerations applicable to U.S. holders (as defined\nbelow) of Dana common stock upon receipt of SpinCo common stock (or cash in lieu of fractional shares thereof) in the Mergers. This summary is based on the Code, the Treasury Regulations promulgated thereunder, and judicial and administrative\ninterpretations of those authorities, in each case, as in effect as of the date of this proxy statement/prospectus, and all of which are subject to change at any time, possibly with retroactive effect. Any such change could affect the accuracy of\nthe statements and conclusions set forth in this discussion. This summary assumes that the Transactions will be consummated in accordance with the Separation Agreement, the Merger Agreement and the Second Letter Agreement and as described in this\nproxy statement/prospectus. This summary is limited to the receipt of SpinCo common stock (or cash in lieu of fractional shares thereof) in the Merger by stockholders of Dana common stock that hold their Dana common stock as a capital asset\n(generally, property held for investment).

For purposes of this discussion, a “U.S. holder” is a beneficial\nowner of Dana common stock that is, for U.S. federal income tax purposes:

\n\n\n\n\n

•

an individual who is a citizen or a resident of the United States;

\n\n\n\n\n

•

a corporation (or other entity or arrangement subject to tax as a corporation for U.S. federal income tax\npurposes) that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

\n\n\n\n\n

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or\n

\n\n\n\n\n

•

a trust if (a) a court within the United States is able to exercise primary supervision over its\nadministration and one or more U.S. persons have the authority to control all of its substantial decisions or (b) it has a valid election in place under applicable Treasury Regulations to be treated as a U.S. person.

This summary does not discuss all tax considerations that may be relevant to a U.S. holder in light of their particular\ncircumstances, nor does it address the tax considerations relevant to any holders subject to special treatment under U.S. federal income tax laws, such as:

\n\n\n\n\n

•

dealers and traders in securities, commodities or foreign currencies;

\n\n\n\n\n

•

traders in securities who elect to apply a\nmark-to-market method of accounting;

\n\n\n\n\n

•

controlled foreign corporations;

\n\n\n\n\n

•

passive foreign investment companies;

\n\n\n\n\n

•

tax-exempt entities;

\n\n\n\n\n

•

banks, financial institutions or insurance companies;

\n\n\n\n\n

•

real estate investment trusts, regulated investment companies, mutual funds or grantor trusts;\n

\n\n\n\n\n

•

persons who acquired Dana common stock pursuant to the exercise of employee stock options or otherwise as\ncompensation;

\n\n\n\n\n

•

persons owning Dana common stock as part of a “hedge,” “straddle,”\n“conversion,” “synthetic security,” “integrated investment,” “constructive sale” or other risk reduction transaction for U.S. federal income tax purposes;

\n\n\n\n\n

•

certain former citizens or long-term residents of the United States;

\n\n\n\n\n

•

persons who are subject to the alternative minimum tax;

\n\n\n\n\n

•

S corporations, partnerships (or any other entity or arrangement treated as a partnership for U.S. federal\nincome tax purposes) or other pass-through entities or investors therein;

\n\n\n\n\n

•

persons required to accelerate the recognition of any item of gross income as a result of such income being\nrecognized on an applicable financial statement;

239

\n\n\n\n\n

•

any persons who actually or constructively own more than 5% of Dana common stock, except as set forth in\n“—Information Reporting and Backup Withholding;

\n\n\n\n\n

•

persons whose functional currency is not the U.S. dollar; or

\n\n\n\n\n

•

persons who hold Dana common stock through a tax-qualified retirement\nplan.

Moreover, this discussion does not address any U.S. state or local or non-U.S. tax considerations, any aspect of the Medicare tax on net investment income, the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations promulgated thereunder and intergovernmental\nagreements entered into pursuant thereto or in connection therewith and any laws, regulations or practices adopted in connection with any such agreement), or any aspect of U.S. federal non-income tax laws,\nsuch as gift or estate tax laws.

If a partnership, or any other entity or arrangement treated as a partnership for U.S.\nfederal income tax purposes, holds Dana common stock, then the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its\ntax advisor as to the tax considerations of the Mergers to it.

THIS DISCUSSION DOES NOT PURPORT TO ADDRESS ALL U.S.\nFEDERAL INCOME TAX CONSIDERATIONS OR TAX CONSIDERATIONS THAT MAY ARISE UNDER OTHER TAX LAWS OR THAT MAY APPLY TO HOLDERS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES. EACH HOLDER SHOULD CONSULT ITS TAX ADVISORS AS TO THE SPECIFIC TAX CONSIDERATIONS OF\nTHE MERGERS, INCLUDING THE EFFECT OF ANY U.S. FEDERAL NON-INCOME, STATE OR LOCAL OR NON-U.S. TAX LAWS AND ANY CHANGES IN APPLICABLE TAX LAWS.

Treatment of the Mergers

The obligation of Dana to consummate the Mergers is conditioned upon the receipt by Dana of the Merger Tax Opinion to the\neffect that, for U.S. federal income tax purposes, the Merger and the Second Merger, taken together, will be treated as a single integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the\nCode. The Merger Tax Opinion will be based on, among other things, current law and certain representations and assumptions as to factual matters made by Eaton, SpinCo and Dana. Any change in currently applicable law, which may be retroactive, or the\nfailure of any representation or assumption to be true, correct and complete in all material respects, could adversely affect the conclusions reached in the Merger Tax Opinion. The Merger Tax Opinion will represent the judgment of Dana Tax Counsel\nand will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions reached in such opinion.

As set forth in the tax opinion included herewith as Exhibit 8.1:

\n\n\n\n\n

•

The Merger and the Second Merger, taken together, will be treated as a single integrated transaction that\nqualifies as a “reorganization” within the meaning of Section 368(a) of the Code;

\n\n\n\n\n

•

U.S. holders of Dana common stock will not recognize gain or loss, and will not include any amount in income\nfor U.S. federal income tax purposes, upon the receipt of SpinCo common stock pursuant to the Merger, except for any gain or loss recognized with respect to cash received in lieu of a fractional share of SpinCo common stock (which is discussed\nfurther below);

\n\n\n\n\n

•

the aggregate tax basis in the shares of SpinCo common stock received by a U.S. holder of Dana common stock\npursuant to the Merger (including fractional shares deemed received) will be equal to such holder’s aggregate tax basis in its Dana common stock surrendered in exchange for the SpinCo common stock;

\n\n\n\n\n

•

a U.S. holder’s holding period for the SpinCo common stock received in the Merger (including fractional\nshares deemed received) will include the holding period for the Dana common stock surrendered in the Merger;

240

\n\n\n\n\n

•

a U.S. holder that acquired different blocks of shares of Dana common stock at different times or at different\nprices should consult its tax advisors regarding the determination of its adjusted basis in, and its holding period of, shares of SpinCo common stock received in the Merger; and

\n\n\n\n\n

•

a U.S. holder that receives cash in lieu of a fractional share of SpinCo common stock generally will be\ntreated as having received a fractional share pursuant to the Merger and then as having sold such fractional share for cash and, accordingly, will recognize gain or loss equal to the difference between the amount of cash received in lieu of such\nfractional share and the portion of the holder’s aggregate adjusted basis in the Dana common stock surrendered which is allocable to such fractional share. Such gain or loss generally will be long-term capital gain or loss if the\nholder’s holding period for its Dana common stock, as described above, exceeds one year at the effective time of the Merger. Long-term capital gains generally are subject to preferential rates of U.S. federal income tax for certain non-corporate U.S. holders (including individuals). The deductibility of capital losses is subject to limitations.

If the Mergers were determined not to qualify as a “reorganization” within the meaning of Section 368(a) of\nthe Code, each U.S. holder of Dana common stock who receives shares of SpinCo common stock in the Merger would generally be treated as recognizing taxable gain or loss equal to the difference between the fair market value of the shares of SpinCo\ncommon stock received by such U.S. holder in the Merger and its tax basis in the Dana common stock exchanged therefor. U.S. holders are urged to consult their tax advisors on the potential tax impacts to such holders in the event the Mergers were\ndetermined to not qualify for non-recognition treatment.

Information Reporting and Backup Withholding

Treasury Regulations generally require persons who own at least five percent of the total outstanding Dana common stock (by\nvote or value) and who receive SpinCo common stock pursuant to the Merger and persons who own at least one percent of the total outstanding SpinCo common stock to attach to their U.S. federal income tax return for the year in which the Mergers occur\na detailed statement setting forth certain information relating to the tax-free nature of the Mergers. Dana and/or SpinCo will provide the appropriate information to each holder upon request, and each such\nholder is required to retain permanent records of this information.

In addition, payments of cash to a U.S. holder of\nDana common stock shares in lieu of a fractional share of SpinCo common stock in the Merger may be subject to information reporting, unless the U.S. holder provides the withholding agent with proof of an applicable exemption. Payments that are\nsubject to information reporting may also be subject to backup withholding (currently at a rate of 24%) unless such U.S. holder provides the withholding agent with a correct taxpayer identification number and otherwise complies with the requirements\nof the backup withholding rules. Backup withholding does not constitute an additional tax and may be refunded or credited against a U.S. holder’s U.S. federal income tax liability, provided the required information is timely supplied to the\nIRS.

THE FOREGOING IS A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE MERGERS TO CERTAIN U.S. HOLDERS\nUNDER CURRENT LAW. THE FOREGOING DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME TAX CONSIDERATIONS THAT MAY ARISE UNDER A U.S. HOLDER’S PARTICULAR CIRCUMSTANCES, OR ALL TAX CONSIDERATIONS THAT MAY ARISE UNDER ANY APPLICABLE U.S. FEDERAL NON-INCOME, STATE OR LOCAL OR NON-U.S. TAX LAWS, OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF HOLDERS. EACH HOLDER OF DANA COMMON STOCK IS ENCOURAGED TO CONSULT ITS OWN TAX\nADVISOR, PARTICULARLY AS TO THE PERSONAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE MERGERS TO SUCH HOLDER, WHICH MAY VARY FOR HOLDERS IN DIFFERENT TAX SITUATIONS, AND THE OTHER TAX CONSIDERATIONS OF THE MERGERS TO SUCH HOLDER, INCLUDING THE\nAPPLICATION OF U.S. FEDERAL NON-INCOME, STATE AND LOCAL AND NON-U.S. TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN SUCH TAX LAWS THAT MAY AFFECT THE TAX CONSIDERATIONS\nTO SUCH HOLDER.

241

MATERIAL IRISH TAX CONSEQUENCES OF THE MERGERS

The following is a high-level summary of the material Irish tax considerations applicable to the purchase, ownership and\ndisposition of Eaton Ordinary Shares by Non-Irish Holders under the Mergers.

References below to “Non-Irish Holders” are to shareholders who: are the\nabsolute beneficial owners of their shares; are neither resident (nor, in the case of individuals, ordinarily resident) in Ireland for Irish tax purposes; and the shares have not at any time been (a) used in or for the purposes of a trade\ncarried on by that shareholder through an Irish branch or agency; nor (b) used, held or acquired for use by or for the purposes of such branch or agency.

The summary is based upon current Irish tax laws and the published practice of the Revenue Commissioners of Ireland\n(“Irish Revenue”) in effect on the date of this proxy statement/prospectus. Changes in law or administrative practice may result in a change in the Irish tax considerations described below, possibly with retrospective effect.

The summary does not constitute legal or tax advice and is intended only as a general guide. The summary is not exhaustive,\nand Eaton shareholders should consult their tax advisors about the Irish tax consequences (and tax consequences under the laws of other relevant jurisdictions) of the acquisition, ownership and disposal of Eaton Ordinary Shares.

The summary applies only to certain categories of person and, in particular, may not apply to such persons as dealers in\nsecurities, trustees, insurance companies, collective investment schemes, persons who acquired their shares or, who are deemed to have acquired their shares, by virtue of an office or employment (performed or carried on to any extent in Ireland) or\nentities associated with Eaton (being entities (a) which are, directly or indirectly, entitled to more than 50% of the ownership rights, voting power or profits of Eaton (or entities in which Eaton holds such an entitlement), (b) which have\ndefinite influence in Eaton (or entities in which Eaton has such influence); or (c) where a third entity has such entitlements or influence in respect of another entity and Eaton).

Capital Gains Tax

Non-Irish Holders will not be within the charge to Irish capital gains tax or\ncorporation tax on chargeable gains (as applicable) as a result of the Mergers.

Stamp Duty

Non-Irish Holders will not be chargeable to Irish stamp duty as a result of the\nMergers.

Dividend Withholding Tax (“DWT”)

Non-Irish Holders will not be subject to DWT in Ireland as a result of the Mergers.\n

242

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS\n

AND EXECUTIVE OFFICERS OF DANA

Security Ownership of Certain Beneficial Owners of Dana

The table below sets forth certain information regarding beneficial ownership of Dana’s common stock as of October 15,\n2026, by persons who have either filed reports with the SEC indicating that they beneficially own more than 5% of Dana’s securities and/or a review of Dana’s stockholder records as of October 15, 2026. Unless otherwise stated, to report\nthis information Dana relied solely on reports filed with the SEC.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Name and Address of Beneficial Owner	Title of Class	Number of Shares Beneficially Owned	Percent of Class
BlackRock Inc.⁽¹⁾ \n 50 Hudson Yards \n New York, NY 10001	Common Stock	16,941,183	14.5%
Dimensional Fund Advisors LP⁽²⁾ \n 300 Bee Cave Road, Building One \n Austin, TX 78746	Common Stock	8,365,905	7.6%
American Century Investment Management,\nInc.⁽³⁾ 4500 Main Street 9th Floor \n Kansas City, MO 64111	Common Stock	6,152,373	5.6%
Vanguard Portfolio Management LLC⁽⁴⁾ \n 100 Vanguard Blvd. \n Malvern, PA 19355	Common Stock	7,955,728	7.3%
Vanguard Capital Management LLC⁽⁵⁾ \n 100 Vanguard Blvd. \n Malvern, PA 19355	Common Stock	6,067,964	5.5%

\n\n\n

(1)

BlackRock, Inc. and related entities (collectively, BlackRock) reported on a Form 13G/A filed with the\nSEC on January 21, 2026 reporting holdings of common stock. It has sole voting power with respect to 16,756,798 shares of common stock and sole dispositive power with respect to 16,941,183 shares of common stock.

\n\n\n

(2)	Dimensional Fund Advisors LP reported on a Form 13G/A filed with the SEC on April 9, 2026\nreporting holdings of common stock. It has sole dispositive power with respect to 8,365,905 shares of common stock and sole voting power with respect to 8,236,916 shares of common stock.

\n\n\n

(3)	American Century Investment Management, Inc. reported on a Form 13G filed with the SEC on May 1,\n2026 reporting holdings of common stock. It has sole voting power with respect to 6,152,373 shares of common stock and sole dispositive power with respect to 6,152,373 shares of common stock.

\n\n\n

(4)	Vanguard Portfolio Management LLC reported on a Form 13G filed with the SEC on April 29, 2026 reporting\nholdings of common stock. It has sole voting power with respect to 56,836 shares of common stock and sole dispositive power with respect to 7,955,728 shares of common stock.

\n\n\n

(5)	Vanguard Capital Management LLC reported on a Form 13G filed with the SEC on April 29, 2026\nreporting holdings of common stock. It has sole voting power with respect to 862,113 shares of common stock and sole dispositive power with respect to 6,067,964 shares of common stock.

243

Security Ownership of Directors and Executive Officers of Dana

The table below sets forth certain information regarding beneficial ownership of Dana’s common stock as of October 15,\n2026 by Dana’s current directors and named executive officers and by Dana’s directors and executive officers as a group. Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Dana\nIncorporated, 3939 Technology Drive, Maumee, Ohio 43537.


Name of Beneficial Owner	Shares⁽¹⁾		Restricted Stock Units⁽²⁾		Shares Acquirable within 60 Days	Percent of Class
R. Bruce McDonald		777,204		—		185,798	*
Byron S. Foster		145,221		—		—	*
Timothy R. Kraus		195,282		—		—	*
Douglas H. Liedberg		210,350		—		—	*
Brian K. Pour		31,080		—		—	*
Ernesto M. Hernández		26,637		—		—	*
Bridget E. Karlin		52,481		—		—	*
Nora E. LaFreniere		12,933		—		—	*
Olivia Nelligan		2,586		—		—	*
Diarmuid B. O’Connell		43,588		—		—	*
Michael J. Mack, Jr.		64,061		—		—	*
All directors and executive officers as a group (12 persons)		1,561,423					1.6	%

\n\n\n

*	Represents holdings of less than one percent of Dana’s common stock.

\n\n\n

(1)	The number of shares shown includes shares that are individually or jointly owned, as well as shares over\nwhich the individual has either sole or shared investment or voting authority. None of the persons listed above has pledged his or her shares of common stock.

\n\n\n

(2)

Reflects the number of restricted stock units (“RSUs”) credited as of October 15, 2026 to\nthe accounts of certain non-employee directors who elected to defer a percentage of their annual retainer into restricted stock units under the 2021 Dana Incorporated Omnibus Incentive Plan. RSUs are payable\nin shares of Dana common stock or, at Dana’s election, cash equal to the market value per share. RSUs do not have current voting or investment power. Excludes RSUs awarded to non-employee directors and\ncertain executive officers that have not vested under their vesting schedules.

244

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Ancillary Agreements

Eaton, SpinCo, Dana, Merger Sub or their respective subsidiaries, in each case as applicable, have entered into or, before the\nconsummation of the Transactions will enter into, ancillary agreements relating to the Transactions and various interim and ongoing relationships between Eaton, SpinCo, Dana, Merger Sub and Second Merger Sub. See “Additional Agreements Related\nto the Separation and the Mergers” for more information.

245

FUTURE STOCKHOLDER PROPOSALS

Dana expects to hold an annual meeting of stockholders for 2027 (the “2027 Annual Meeting”), unless the Merger has\nbeen completed prior to the date thereof.

Proposals to be Considered for Inclusion in the Proxy Materials for Dana’s 2027 Annual Meeting\n

Pursuant to Rule 14a-8 under the Exchange Act, Dana must receive\nstockholder proposals by November 13, 2026, to consider them for inclusion in its proxy materials for the 2027 Annual Meeting. A stockholder submitting a proposal for inclusion in Dana’s proxy materials must comply with Rule 14a-8.

Other Proposals for Presentation at the 2027 Annual Meeting

A stockholder who intends to propose an item of business at the 2027 Annual Meeting (not for inclusion in Dana’s\nproxy materials) must comply with the requirements set forth in Dana’s bylaws. Under Dana’s bylaws, stockholders must provide advance notice to Dana in such cases. For the 2027 Annual Meeting, notice must be received by Dana’s\nCorporate Secretary no later than the close of business on January 22, 2027 and no earlier than the open of business on December 23, 2026.

If Dana moves the 2027 Annual Meeting to a date that is more than 25 days before or after the date which is the one-year anniversary of this year’s annual meeting date (i.e., April 22, 2027), Dana must receive notice no later than the close of business on the 10th day following the day on which\nnotice of the meeting date is first distributed to stockholders or Dana makes a public announcement of the meeting date, whichever occurs first.

Under Dana’s bylaws, the notice of proposed business must include a description of the business and the reasons for\nbringing the proposed business to the meeting, any material interest of the stockholder in the business and certain other information about the stockholder. Dana’s bylaws specifying the advance notice and additional requirements for submission\nof stockholder proposals are available on Dana’s website at www.dana.com.

Director Nominations for Inclusion in the Proxy Materials for the 2027\nAnnual Meeting (Proxy Access)

Pursuant to Dana’s bylaws, a stockholder (or a group of up to 20 stockholders) who\nhas continuously owned at least 3% of shares of Dana common stock for at least three years and has complied with the other requirements of Dana’s bylaws may nominate and include in Dana’s proxy materials director nominees constituting up\nto 25% of the Dana board. Notice of a proxy access nomination for consideration at the 2027 Annual Meeting must be received no later than the close of business on November 13, 2026, and no earlier than the open of business on October 13,\n2026.

Other Director Nominations for Presentation at the 2027 Annual Meeting

A stockholder who intends to nominate a person for election as a director at the 2027 Annual Meeting (other than under proxy\naccess) must comply with the requirements set forth in Dana’s Bylaws. Under Dana’s Bylaws, its stockholders must provide advance notice to Dana in such cases. For the 2027 Annual Meeting, notice must be received by Dana’s Corporate\nSecretary no later than the close of business on January 22, 2027 and no earlier than the open of business on December 23, 2026.

246

Additionally, to comply with the SEC’s universal proxy rules,\nstockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice for each nomination of a director that includes the information required by\nRule 14a-19 under the Exchange Act.

Whether a nomination is made under\nDana’s proxy access bylaw or under its advance notice bylaw, a stockholder’s notice to nominate individuals for election to the Dana board must provide information about the stockholder and the nominee, as well as the written consent of\nthe proposed nominee to being named in the proxy statement and to serve as a director if elected. Dana’s bylaws specifying the proxy access, advance notice and additional requirements for submission of nominations are available on Dana’s\nwebsite at www.dana.com.

247

PROPOSALS TO BE ACTED UPON AT THE SPECIAL MEETING

PROPOSAL 1—MERGER PROPOSAL

Overview

Dana is asking its stockholders to consider and vote upon a proposal to approve the Merger Agreement. Completion of the Merger\nis conditioned on the approval by Dana stockholders of the Merger Proposal.

Required Vote and Recommendation of the Dana Board

Where a quorum is present, the affirmative vote of the holders of a majority of the outstanding shares of Dana common stock\nentitled to vote thereon as of the Record Date is required to approve the Merger Proposal. Assuming a quorum is present, abstentions from voting and failures to vote (including failure to instruct your bank, broker or other nominee on how to vote\nyour shares of Dana common stock) will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

If you own shares through a bank, broker or other holder of record, then you must instruct your bank, broker or other holder\nof record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

THE DANA BOARD\nRECOMMENDS A VOTE

“FOR” THE MERGER PROPOSAL

PROPOSAL 2—ADJOURNMENT PROPOSAL

Overview\n

Dana is asking its stockholders to consider and vote upon a proposal to approve the adjournment of the Special\nMeeting, if necessary, (a) to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal, (b) if there are insufficient shares of Dana common stock represented\n(either in person via the Internet or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (c) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that Dana has\ndetermined, based on the advice of outside legal counsel, are reasonably likely to be required under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by Dana stockholders prior to the Special Meeting.\n

Required Vote and Recommendation of the Dana Board

If you own shares through a bank, broker or other holder of record, then you must instruct your\nbank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

THE DANA BOARD RECOMMENDS A VOTE

“FOR” THE ADJOURNMENT PROPOSAL

248

LEGAL MATTERS

The validity of the shares of SpinCo common stock offered hereby with respect to the Transactions is being passed upon for\nSpinCo by Paul, Weiss, Rifkind, Wharton & Garrison LLP.

Kirkland & Ellis LLP will pass upon certain U.S.\nfederal income tax matters relating to the Mergers.

249

EXPERTS

The financial statements of Dana and management’s assessment of the effectiveness of internal control over financial\nreporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended\nDecember 31, 2025 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The combined financial statements of Mobility (USA) Corporation as of December 31, 2025 and 2024, and for each of the\nthree years in the period ended December 31, 2025, included in this proxy statement, which is referred to and made a part of this proxy statement/prospectus, have been audited by Ernst & Young LLP, independent registered public\naccounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

250

WHERE YOU CAN FIND ADDITIONAL INFORMATION; INCORPORATION BY\nREFERENCE

SpinCo has filed with the SEC a registration statement on Form S-4\nand Form S-1 under the Securities Act, to register with the SEC the shares of SpinCo common stock to be delivered in the Exchange Offer to shareholders whose Eaton Ordinary Shares are accepted for exchange and\nto be distributed to Eaton shareholders in any subsequent Clean-Up Spin-Off (in the event the Exchange Offer is not fully subscribed) and a separate registration\nstatement on Form S-4 to register the issuance of SpinCo common stock that will be issued in the Merger. Eaton also will file a Tender Offer Statement on Schedule TO with the SEC with respect to the Exchange\nOffer.

This proxy statement/prospectus does not contain all of the information set forth in the registration statement or\nthe exhibits to the registration statement, selected portions of which are omitted in accordance with the rules and regulations of the SEC. For further information pertaining to Eaton and SpinCo, reference is made to the registration statement and\nits exhibits.

Statements contained in this proxy statement/prospectus or in any document incorporated by reference in\nthis proxy statement/prospectus as to the contents of any contract or other document referred to within this proxy statement/prospectus or other documents that are incorporated herein by reference are not necessarily complete and, in each instance,\nreference is made to the copy of the applicable contract or other document filed as an exhibit to the registration statement or otherwise filed with the SEC. Each statement in this proxy statement/prospectus regarding a contract or other document is\nqualified in all respects by such contract or other document, including any amendments thereto.

The SEC filings are\navailable to the public on the SEC’s internet website at www.sec.gov, which contains reports, proxy statements and prospectuses and other information regarding registrants, such as Eaton and Dana, that file electronically with the SEC. You can\nalso find additional information about Eaton at www.eaton.com and about Dana at www.dana.com. Eaton’s and Dana’s website addresses are each provided as an inactive textual reference only. Information contained on the Eaton website and\nthe Dana website is not incorporated by reference into, or otherwise included in, this proxy statement/prospectus, and you should not consider information contained on those websites as part of this proxy statement/prospectus.

The SEC allows certain information to be “incorporated by reference” into this proxy statement/prospectus. The\ninformation incorporated by reference is considered a part of this proxy statement/prospectus, except for any information superseded by information contained directly in this proxy statement/prospectus or by information contained in documents filed\nwith or furnished to the SEC by Eaton or Dana after the date of this proxy statement/prospectus that is incorporated by reference in this proxy statement/prospectus. This means that Eaton and Dana can disclose important information to you by\nreferring to another document filed separately with the SEC.

This proxy statement/prospectus incorporates by reference\nthe documents set forth below that Dana has filed with the SEC. These documents contain important information about Dana and its business and financial conditions.

\n\n\n\n\n

•

Dana’s Annual Report on Form\n 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026;

\n\n\n\n\n

•

the information specifically incorporated by reference into Dana’s Annual Report on Form 10-K for the year ended December \n31, 2025 from Dana’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 13,\n2026;

\n\n\n\n\n

•

Dana’s Quarterly Reports on Form 10-Q for the three months ended\nMarch 31, 2026, filed with the SEC on May \n15, 2026, and for the three and six months ended June 30, 2026, filed with the SEC on August 6, 2026; and\n

\n\n\n\n\n

•

Dana’s Current Reports on Form 8-K, filed with the SEC on January 2,\n 2026 (26502970), as amended on January \n7, 2026 (26516069); January \n8, 2026 (26517753); February 6, 2026 (26608326);\n

251

\n\n\n

\nFebruary \n12, 2026 (26623362), as amended on June \n12, 2026 (261084885); April \n23, 2026 (26889084), June \n11, 2026 (261083430) and July 10, 2026 (261169056).

In addition, this proxy statement/prospectus also incorporates by reference additional documents that Dana may file with the\nSEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this proxy statement/prospectus and the date that shares are accepted for exchange pursuant to the Exchange Offer (or the date that the Exchange Offer is\nterminated). These documents include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,\nas well as proxy statements.

This proxy statement/prospectus does not, however, incorporate by reference any documents or\nportions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of Dana’s Current Reports on Form 8-K and information filed\nafter the date of this proxy statement/prospectus unless, and except to the extent, specified in such Current Reports.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be\nmodified or superseded for purposes of this proxy statement/prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or\nsupersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this proxy statement/prospectus.

Dana’s documents incorporated by reference are available without charge upon request at the following address and\ntelephone number:

Dana Incorporated

Attention: Investor Relations

3939\nTechnology Drive

Maumee, OH 43537

Telephone: +1 (800) 537-8823

E-mail: InvestorRelations@dana.com

If you would like to request documents, please do so by November 30, 2026 to ensure timely delivery.

Eaton, SpinCo and Dana have not authorized anyone to give any information or make any representation about the Transactions or\nthe Special Meeting that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that are incorporated by reference into this proxy statement/prospectus. Therefore, if anyone does give you\ninformation of this sort, you should not rely on it. This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this proxy statement/prospectus, in any jurisdiction to\nor from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. Neither the delivery of this proxy statement/prospectus nor any distribution of securities pursuant to this proxy\nstatement/prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated into this proxy statement/prospectus by reference or in Eaton’s, Dana’s or the\nMobility Business’ affairs since the date of this proxy statement/prospectus. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically\nindicates that another date applies.

252

INDEX TO COMBINED FINANCIAL STATEMENTS\nOF MOBILITY (USA) CORPORATION


	Page
Unaudited Condensed Combined Financial Statements
Combined Statements of Income for the six \nmonths ended June 30, 2026 and 2025 (Unaudited)		F-2
Combined Statements of Comprehensive Income for the six months\n ended June 30, 2026 and 2025 (Unaudited)		F-3
Combined Balance Sheets as of June 30, 2026 and December 31,\n 2025 (Unaudited)		F-4
Condensed Combined Statements of Cash Flows for the six months\nended June 30, 2026 and 2025 (Unaudited)		F-5
Combined Statements of Equity for the six months ended June\n 30, 2026 and 2025 (Unaudited)		F-6
Notes to Condensed Combined Financial Statements (Unaudited)		F-7

Audited Combined Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB\n ID: 42)		F-20
Combined Statements of Income for the Years Ended December 31,\n 2025, 2024, and 2023		F-22
Combined Statements of Comprehensive Income for the Years Ended\n December 31, 2025, 2024, and 2023		F-23
Combined Balance Sheets as of December \n31, 2025 and 2024		F-24
Combined Statements of Cash Flows for the Years Ended December 31,\n 2025, 2024, and 2023		F-25
Combined Statements of Equity for the Years Ended December 31,\n 2025, 2024, and 2023		F-26
Notes to Combined Financial Statements		F-27

F-1

MOBILITY (USA) CORPORATION

COMBINED STATEMENTS OF INCOME (Unaudited)


	Six months ended June 30
(In millions)	2026		2025
Net sales	$	1,620		$	1,639
Cost of products sold		1,264			1,272
Selling and administrative expense		167			183
Research and development expense		43			51
Interest expense (income) - net		1			(7	)
Other expense - net		24			2

Income before income taxes		121			138
Income tax expense		35			37

Net income	$	86		$	101

The accompanying notes are an integral part of the Condensed Combined Financial Statements.

F-2

MOBILITY (USA) CORPORATION

COMBINED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)


	Six months ended June 30
(In millions)	2026			2025
Net income	$	86			$	101
Other comprehensive income (loss), net of tax
Currency translation and related hedging instruments		10				52
Pensions and other postretirement benefits		1				1
Cash flow hedges		(1	)			10

Other comprehensive income (loss)		10				63

Total comprehensive income	$	96			$	164

The accompanying notes are an integral part of the Condensed Combined Financial Statements.

F-3

MOBILITY (USA) CORPORATION

COMBINED BALANCE SHEETS (Unaudited)


(In millions)	June 30, 2026			December 31, 2025
Assets
Current assets
Short-term investments	$	33			$	34
Accounts receivable - net		688				655
Related party receivable		2				3
Inventory		543				598
Prepaid expenses and other current assets		66				61

Total current assets		1,332				1,351

Property, plant and equipment
Land and buildings		441				421
Machinery and equipment		2,246				2,261

Gross property, plant and equipment		2,687				2,682
Accumulated depreciation		(1,891	)			(1,871	)

Net property, plant and equipment		796				811

Other noncurrent assets
Goodwill		625				626
Other intangible assets		274				287
Operating lease assets		74				78
Investments in equity investees		562				580
Deferred income taxes		76				79
Other assets		91				80

Total assets	$	3,830			$	3,892

Liabilities and net parent investment
Current liabilities
Accounts payable	$	579			$	478
Related party payable		—				2
Accrued compensation		66				72
Other current liabilities		242				287

Total current liabilities		887				839

Noncurrent liabilities
Pension and other postretirement benefit liabilities		35				35
Operating lease liabilities		65				68
Other noncurrent liabilities		117				119

Total noncurrent liabilities		217				222

Total liabilities		1,104				1,061

Equity
Net parent investment		3,146				3,261
Accumulated other comprehensive loss		(420	)			(430	)

Total equity		2,726				2,831

Total liabilities and equity	$	3,830			$	3,892

The accompanying notes are an integral part of the Condensed Combined Financial Statements.

F-4

MOBILITY (USA) CORPORATION

CONDENSED COMBINED STATEMENTS OF CASH FLOWS (Unaudited)


	Six Months Ended June 30
(In millions)	2026			2025
Operating activities
Net income	$	86			$	101
Adjustments to reconcile to net cash provided by (used in) operating\nactivities
Depreciation and amortization		73				82
Deferred income taxes		2				2
Pension and other postretirement benefits expense		5				6
Contributions to pension and other postretirement benefits plans		(3	)			(8	)
Loss (income) net from equity investees, net of dividends		12				(2	)
Impairment of property, plant and equipment		—				4
Write-off of equity method\ninvestment		7				—
Equity Based Compensation		5				7
Changes in working capital		59				(195	)
Other - net		(19	)			(11	)

Net cash provided by (used in) operating activities		227				(14	)

Investing activities
Capital expenditures for property, plant and equipment		(40	)			(44	)
Purchases of short-term investments - net		(1	)			(1	)
Other - net		—				(3	)

Net cash used in investing activities		(41	)			(48	)

Financing activities
Principal payments on finance lease liabilities		(1	)			—
Net transfers (to)/from Parent		(185	)			62

Net cash provided by (used in) financing activities		(186	)			62

Effect of currency on cash		—				—

Total increase (decrease) in cash		—				—
Cash at the beginning of the period		—				—

Cash at the end of the period	$	—			$	—

The accompanying notes are an integral part of the Condensed Combined Financial Statements.

F-5

MOBILITY (USA) CORPORATION

COMBINED STATEMENTS OF EQUITY (Unaudited)


(In millions)	Net parent investment			Accumulated other comprehensive loss			Total equity
Balance at January 1, 2026	$	3,261			$	(430	)	$	2,831
Net income		86				—			86
Other comprehensive income, net of tax		—				10			10
Net transfers to Parent		(201	)			—			(201	)

Balance at June 30, 2026	$	3,146			$	(420	)	$	2,726


(In millions)	Net parent investment		Accumulated other comprehensive loss			Total equity
Balance at January 1, 2025	$	3,181		$	(412	)	$	2,769
Net income		101			—			101
Other comprehensive income, net of tax		—			63			63
Net transfers from Parent		95			—			95

Balance at June 30, 2025	$	3,377		$	(349	)	$	3,028

The accompanying notes are an integral part of the Condensed Combined Financial Statements.

F-6

MOBILITY (USA) CORPORATION

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

Amounts are in millions unless indicated otherwise. Columns and rows may not add and the sum of components may not equal total\namounts due to rounding.

Note 1. BASIS OF PRESENTATION

On January 26, 2026, Eaton Corporation plc (“Eaton” or “Parent”) announced its intent to separate\nits Mobility segment from the rest of Eaton. Mobility (USA) Corporation (the “Company” or “SpinCo”) is a newly formed, wholly owned indirect subsidiary of Eaton that was incorporated specifically for the purpose of holding\ncertain assets and liabilities comprising the Mobility business of Eaton and its subsidiaries (the “Mobility Business”) and effecting the Transaction (as defined below). On June 11, 2026, Eaton announced its entry into definitive\nagreements whereby it will separate the Mobility Business and combine it with Dana Incorporated (“Dana”) in a Reverse Morris Trust (“RMT”) transaction (the separation and merger with and into Dana, the\n“Transaction”). As part of the Transaction, Eaton will distribute the Mobility Business (other than certain assets and liabilities that will be sold directly to Dana in a concurrent asset sale) to Eaton shareholders through an exchange\noffer (split-off), in which Eaton shareholders will have the opportunity to tender their Eaton shares in exchange for shares of the Company followed, if necessary, by a\nclean-up pro rata distribution. Immediately thereafter, Dana will merge with a subsidiary of the Company, with Dana surviving as a wholly owned subsidiary of the Company. Certain of Eaton’s subsidiaries\n(excluding Eaton, the Company and each subsidiary of the Company) will also receive a cash distribution of approximately $1.1 billion prior to completion of the Transaction, subject to a customary cash and indebtedness adjustment and tax\npayments to various global jurisdictions and transaction related adjustments. The RMT transaction is intended to be tax-free for U.S. federal income tax purposes to Eaton and Eaton’s shareholders.

The Transaction is expected to close in the first quarter of 2027, subject to receipt of Dana stockholder approval, receipt of\nrequired regulatory clearances, and customary closing conditions.

Nature of Operations

The Mobility Business is a global mobility and engineered-systems partner serving commercial vehicle, light vehicle, and\naftermarket customers worldwide. The Company designs and manufactures mission-critical powertrain, drivetrain, engine, air management, electrical and electronic components and systems that safely, efficiently, and reliably create, manage, and\ndeliver mechanical and electrical power across vehicles. The Company operates across the propulsion spectrum, from internal combustion, to hybrid, to fully electric, to support original equipment manufacturer customers with a portfolio of\ndifferentiated solutions.

Basis of Presentation

The Condensed Combined Financial Statements of the Company have been prepared in accordance with generally accepted accounting\nprinciples for interim financial information. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles (U.S. GAAP) for complete financial statements. However, in\nthe opinion of management, all adjustments (including normal recurring accruals) have been made that are necessary for a fair presentation of the Condensed Combined Financial Statements for the interim periods.

The Company’s Condensed Combined Financial Statements have been prepared on a standalone basis and reflect a combination\nof entities under common control that have been “carved out” of and derived from Eaton’s historical Consolidated Financial Statements and accounting records. Accordingly, Eaton’s net investment in this business\n(‘‘Net parent investment’’) is presented in lieu of a controlling interest’s equity in the Condensed Combined Financial Statements. Therefore, the Condensed Combined Financial Statements reflect the\n

F-7

MOBILITY (USA) CORPORATION

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

\nCompany’s combined financial position, results of operations and cash flows as the business was historically operated as part of Eaton prior to the separation. The preparation of the\nCombined Financial Statements required considerable judgment of management and reflects significant assumptions and allocations that management believes are reasonable and consistently applied. As a result, the Company’s Condensed Combined\nFinancial Statements may not be indicative of the Company’s future performance and do not necessarily reflect what the Company’s combined results of operations, financial condition and cash flows would have been had the Company operated\nas a separate company during the periods presented.

The combined results for the interim periods are not necessarily\nindicative of the results to be expected for the full year. These financial statements should be read in conjunction with financial statements and notes included in the Company’s audited Combined Financial Statements for the year ended\nDecember 31, 2025.

The Company operates its business as a single reportable segment, which is comprised of assets,\nliabilities, revenues, and expenses that are specifically attributable to the Mobility Business, as well as certain assets and liabilities held by Eaton that are specifically identifiable or otherwise attributable to the Mobility Business. These\namounts include the financial information of certain standalone legal entities for which discrete financial information is available, as well as portions of legal entities that contain a mixture of Mobility and other Eaton activities.

For assets and liabilities that were not maintained on a discrete Mobility Business basis within such shared legal entities,\namounts attributable to the Company were identified using specific identification, as discussed further in Note 13. Relationship with Parent and Related Entities.

The Combined Statements of Income include sales and costs directly attributable to the Company, including costs for\nfacilities, functions, and services used by the Company. Certain shared costs have been directly charged to the Company based on usage or other allocation methods. The results of operations also include allocations of (i) costs for\nadministrative functions and services performed on behalf of the Company by centralized staff groups within Eaton, (ii) Eaton’s general corporate expenses, and (iii) certain pension and other postretirement benefit costs (See Note 8.\nRetirement Benefit Plans). As more fully described in Note 9. Income Taxes, current and deferred income taxes and related income tax expense have been determined based on the standalone results of the Company by applying Financial Accounting\nStandards Board (FASB) Accounting Standards Codification (ASC) Topic 740, Income Taxes, to the Company’s operations in each country as if it were a separate taxpayer (i.e., following the separate return methodology).

Eaton uses a centralized approach to cash management and financing its operations, including the operations of the Company.\nAccordingly, none of the cash and cash equivalents have been allocated to the Company in the Condensed Combined Financial Statements. Transactions between Eaton and the Company are accounted for through Net parent investment. See Note 13.\nRelationship with Parent and Related Entities, for a further description of related party transactions between Eaton and the Company.

All charges and allocations of cost for facilities, functions and services performed by Eaton have been deemed paid by the\nCompany to Eaton, in cash, in the period in which the cost was recorded in the Condensed Combined Statements of Income.

All intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the\naccompanying Condensed Combined Financial Statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement\n– Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income

F-8

MOBILITY (USA) CORPORATION

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

\nStatement Expenses (ASU 2024-03). This accounting standard requires disaggregated income statement expense disclosures on an annual and interim basis,\nincluding inventory purchases, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains these expenses. The standard also requires disclosure of total selling expenses on an annual and\ninterim basis, and the definition of those expenses disclosed annually. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning\nafter December 15, 2027, and may be applied prospectively or retrospectively. The Company is evaluating the impact of ASU 2024-03 and expects the standard will only impact its disclosures with no material\nimpact to the Combined Financial Statements.

In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the\nAccounting for Internal-Use Software (ASU 2025-06). This accounting standard changes when software project costs should be capitalized by removing all references to\ndevelopment stages and requiring costs to be capitalized when (1) the Company authorizes and commits to funding the software project and (2) it is probable the software project will be completed. The standard also requires additional\nannual and interim disclosures, including the capitalized software balance and accumulated amortization. ASU 2025-06 is effective for annual reporting periods, including interim reporting periods within those\nannual periods, beginning after December 15, 2027, with early adoption permitted and may be applied prospectively, retrospectively, or using a modified prospective transition approach. The Company is evaluating the impact of ASU 2025-06 to the Combined Financial Statements and related disclosures.

Note 2. REVENUE RECOGNITION\nAND ACCOUNTS RECEIVABLE

The following table provides disaggregated net sales by end market:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Six months ended June 30
(In millions)	2026		2025
Commercial Vehicle	$	860		$	832
Passenger Vehicle		760			807

Total net sales	$	1,620		$	1,639

Receivables are exposed to credit risk based on the customers’ ability to pay which is\ninfluenced by, among other factors, their financial liquidity position. The Company’s receivables are generally short-term in nature.

The Company performs ongoing credit evaluation of its customers and maintains sufficient allowances for potential credit\nlosses. The Company evaluates the collectability of its receivables based on the length of time the receivable is past due, and any anticipated future write-off based on historic experience adjusted for\ncurrent market conditions. This process includes review of customer financial information and credit ratings, approval and monitoring of customer credit limits, and an assessment of current market conditions. The Company may also require prepayment\nfrom customers to mitigate credit risk. Receivable balances are written off against an allowance for credit losses after a final determination of collectability has been made.

Accounts receivable are net of an allowance for credit losses of $5 million and $6 million at June 30, 2026 and\nDecember 31, 2025, respectively. The change in the allowance for credit losses includes expense and net write-offs, none of which are significant.

Accounts receivable—net from customers were $568 million and $427 million at June 30, 2026 and\nDecember 31, 2025, respectively. Deferred revenue liabilities represent advanced payments from customers in

F-9

MOBILITY (USA) CORPORATION

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

\nexcess of revenue recognized. Unbilled receivables, which represent revenue recognized in excess of the amount billed to the customer, are immaterial as of June 30, 2026 and\nDecember 31, 2025. These assets and liabilities are reported on the Combined Balance Sheets on a contract-by-contract basis at the end of each reporting period.\n

Changes in the deferred revenue liabilities are as follows:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


(In millions)	Deferred Revenue
Balance at January 1, 2026	$	27
Customer deposits and billings		30
Revenue recognized in the period		(29	)

Balance at June 30, 2026	$	28

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


(In millions)	Deferred Revenue
Balance at January 1, 2025	$	27
Customer deposits and billings		21
Revenue recognized in the period		(19	)
Translation		(1	)

Balance at June 30, 2025	$	28

Deferred revenue liabilities were included in Other current liabilities and Other noncurrent\nliabilities on the Combined Balance Sheets.

A portion of open orders placed with the Company are not considered firm as\nthey have been historically subject to releases by customers. In measuring backlog of unsatisfied or partially satisfied obligations, only the amount of orders to which customers are firmly committed are included. Using this criterion, total backlog\nat June 30, 2026 was approximately $223 million. At June 30, 2026, approximately 81% of this backlog is targeted for delivery to customers in the next twelve months and the rest thereafter.

Note 3. RESTRUCTURING CHARGES

During the first quarter of 2024, Eaton implemented a multi-year restructuring program, a portion of which is attributable to\nthe Company, to accelerate opportunities to optimize operations and global support structures with the intention of better aligning Eaton’s functions to support anticipated growth and driver greater effectiveness. Restructuring charges\nattributable to the Company under this program are reflected in the accompanying Condensed Combined Financial Statements.

These restructuring program charges are classified in the Combined Statements of Income based on the nature of the underlying\ncosts. Costs associated with ongoing operations are presented within Cost of products sold, Selling and administrative expense, or Research and development expense, while asset write-offs, and other exit-related costs are presented within Other\nexpense—net.

The program is expected to be completed in the fourth quarter of 2026. The Company expects to incur\nadditional restructuring costs of $11 million, primarily related to workforce reductions of $2 million, and other costs of $9 million through completion of the program.

F-10

MOBILITY (USA) CORPORATION

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

A summary of restructuring program charges (income) attributable to the\nCompany is as follows:


	Six months ended June 30
(In millions)	2026			2025
Workforce reductions	$	(2	)		$	1
Plant closing and other		5				5

Total before income taxes		3				6
Income tax benefit		1				1

Total after income taxes	$	2			$	5

A summary of liabilities related to workforce reductions, plant closing, and other associated\ncosts is as follows:


(In millions)	Workforce reductions			Plant closing and other			Total
Balance at January 1, 2024	$	1			$	1		$	2
Liability recognized, net		37				28			65
Payments, utilization and translation		(6	)			(29	)		(35	)

Balance at January 1, 2025	$	32			$	—		$	32
Liability recognized, net¹		12				19			31
Payments, utilization and translation		(16	)			(19	)		(35	)

Balance at December 31, 2025		28				—			28
Liability recognized, net		(2	)			5			3
Payments, utilization and translation		(9	)			(5	)		(14	)

Balance at June 30, 2026	$	17			$	—		$	17

\n\n\n

¹	The restructuring program liability was adjusted by $12 million in the fourth quarter of 2025 primarily\nrelated to true-ups for completed workforce reductions.

Note 4. INVENTORY\n

The components of inventory are as follows:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


(In millions)	June 30, 2026		December 31, 2025
Raw materials	$	253		$	262
\n Work-in-process		80			72
Finished goods		210			264

Total inventory	$	543		$	598

Note 5. GOODWILL AND OTHER INTANGIBLES

Changes in the carrying amount of goodwill are as follows:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


(In millions)	January 1, 2026		Translation			June 30, 2026
Goodwill	$	626		$	(1	)	$	625

F-11

MOBILITY (USA) CORPORATION

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

As of June 30, 2026, no events or changes in circumstances had occurred\nthat would indicate goodwill may be impaired.

A summary of other intangible assets is as follows:


	June 30, 2026		December 31, 2025
(In millions)	Historical cost		Accumulated amortization			Carrying value		Historical cost	Accumulated amortization		Carrying value
Customer relationships	$	301		$	(119	)	$	182	$	301		$	(110	)	$	191
Patents and technology		105			(39	)		66		105			(36	)		69
Trademarks		22			(8	)		14		22			(7	)		15
Other		31			(19	)		12		31			(19	)		12

Total	$	459		$	(185	)	$	274	$	459		$	(172	)	$	287

Amortization expense related to intangible assets subject to amortization was $13 million\nfor both the six months ended June 30, 2026 and 2025.

Note 6. INVESTMENTS IN EQUITY INVESTEES

Investments in equity method investees and our ownership percentages were as follows:


	Ownership percentage at			Equity method investment balance			Equity method income (loss)
(In millions)	June 30, 2026			June 30, 2026			December 31, 2025		Six months ended June 30, 2026	Six months ended June 30, 2025
Eaton Cummins Automated Transmission Technologies (a)		50	%		$	465		$	478	$	(13	)	$	1
Nittan (b)		30-49	%			64			65		4			3
Other (c)		Various				33			37		2			2

					$	562		$	580	$	(7	)	$	6

\n\n\n

(a)	Eaton Cummins Automated Transmission Technologies is a 50/50 joint venture with Cummins Inc. that develops,\nmanufactures, and markets automated transmission technologies for medium- and heavy-duty commercial vehicles.

\n\n\n

(b)

The Nittan Joint Ventures consist of seven different entities between Japan, Taiwan, China, Poland, and the\nU.S., the Company’s ownership ranges from 30-49%, with a 17% ownership in Nittan Corporation. Eaton–Nittan joint ventures design and manufacture engine valves and valve train components, including\nintake and exhaust valves, rocker arms, tappets, and hydraulic lash adjusters used in automotive engines.

\n\n\n

(c)

As of June 30, 2026, this balance relates to the Eaton FAST joint ventures, which are collaborations\nwith Shaanxi Fast Gear. The comparative December 31, 2025 balance included the Traxen partnership equity interest; however, during the second quarter of 2026, the Company recorded pre-tax impairment of\n$7 million related to this partnership equity interest.

Dividends received from the\nCompany’s unconsolidated equity investees were $5 million and $4 million for the six months ended June 30, 2026 and 2025, respectively.

F-12

MOBILITY (USA) CORPORATION

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

Note 7. SUPPLY CHAIN FINANCE PROGRAM

The Company participates with the Parent in negotiating payment terms directly with its suppliers for the purchase of goods and\nservices. In addition, a third-party financial institution offers a voluntary supply chain finance (SCF) program that the Company participates in with the Parent. The SCF program enables certain of the Company’s suppliers, at the\nsupplier’s sole discretion, to sell receivables due from the Company to the financial institution on terms directly negotiated with the financial institution. If a supplier elects to participate in the SCF program, the supplier decides\nwhich invoices are sold to the financial institution and the Company has no economic interest in a supplier’s decision to sell an invoice. Payments by the Company to participating suppliers are paid to the financial institution on the invoice\ndue date, regardless of whether an individual invoice is sold by the supplier to the financial institution. The amounts due to the financial institution for suppliers that participate in the SCF program are included in Accounts payable on the\nCombined Balance Sheets, and the associated payments are included in operating activities on the Condensed Combined Statements of Cash Flows.

The changes in SCF obligations are as follows:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


(In millions)	SCF Obligations
Balance at January 1, 2026	$	89
Invoices confirmed during the period		175
Invoices paid during the period		(151	)

Balance at June 30, 2026	$	113

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


(In millions)	SCF Obligations
Balance at January 1, 2025	$	80
Invoices confirmed during the period		143
Invoices paid during the period		(133	)

Balance at June 30, 2025	$	90

Note 8. RETIREMENT BENEFIT PLANS

Company employees participate in defined contribution plans, defined benefit pension, and other postretirement benefit plans\nsponsored by Eaton, which includes participants of other Eaton businesses (the “Shared Plans”), as well as certain defined benefit plans sponsored by the Company.

Multiemployer Plan with Eaton

The Company accounts for its participation in the Shared Plans retained by Eaton as multiemployer benefit plans. The total\nEaton expenses allocated to the Company for these Shared Plans were $6 million for the six months ended June 30, 2026 and immaterial for the six months ended June 30, 2025.

F-13

MOBILITY (USA) CORPORATION

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

Company Plans

The components of retirement benefits expense are as follows:


	Pension benefit expense		Other postretirement benefits expense
	Six months ended June 30
(In millions)	2026		2025			2026		2025
Service cost	$	2		$	2		$	—	$	—
Interest cost		1			1			—		—
Amortization		1			—			1		1
Settlements		—			2			—		—

Total expense	$	4		$	5		$	1	$	1

The components of retirement benefits expense other than service costs are included in Other\nexpense—net.

Note 9. INCOME TAXES

During the periods presented in the Condensed Combined Financial Statements, the Company was included in the consolidated Eaton\ntax returns. The income tax provision has been calculated using the separate return method, which is meant to reflect how taxes would have been recorded had the Company filed its own tax returns.

For the six months ended June 30, 2026, income tax expense of $35 million was recognized at an effective tax rate of\n28.9% compared to income tax expense of $37 million recognized at an effective tax rate of 26.8% for the six months ended June 30, 2025. The increase in the effective tax rate was due to greater levels of income earned in higher tax\njurisdictions.

Note 10. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) consists primarily of Net income, currency translation, changes in the effective portion of\nopen derivative contracts designated as cash flow hedges, and pension and other postretirement benefit adjustments.

The\nfollowing table summarizes the pre-tax and after-tax amounts recognized in Other comprehensive income (loss):

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Pre-tax		After-tax
Six months ended June 30, 2026
Currency translation and related hedging instruments	$	10		$	10
Pensions and other post


附录 A – 合并与重组协议			A-1
附录 B – 分离协议			B-1
附录 C – 高盛的意见			C-1



法律事项			249

专家			250

您可以找到附加信息；引用纳入			251

移动业务合并财务报表索引			F-1

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